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2008-05-13-9:00AM-REGULAR
BRAZOS COUNTY BRYAN, TEXAS NOTICE OF MEETING AND AGENDA BRAZOS COUNTY COMMISSIONERS COURT 7 THE COMMISSIONERS COURT OF BRAZOS COUNTY WILL MEET IN REGULAR SESSION ON 13 MAY 2008 AT 9:00 A.M. IN THE COMMISSIONERS COURTROOM OF THE BRAZOS COUNTY COURTHOUSE, 300 E. 26TH STREET, SUITE 115, BRYAN, TEXAS. 1. Invocation and Pledge of Allegiance - Judge Sims. 2. Call for citizen's input and/or concerns. 3. Presentation of a certificate of completion for the V. G. Young Institute of County Government's Continuing Education Conference to Commissioner Lloyd Wassermann. Consider and take action on agenda items 4 - 20: 4. Budget Amendment 07/08-30. 5. Personnel Change of Status. 6. Payment of Claims. 7. Resolution 08-008 approving Brazos County's participation in the Brazos Valley Home Consortium, and authorizing execution of the Cooperation and Interlocal Agreement. 8. Cooperation and Interlocal Agreement with the Brazos Valley HOME Consortium, effective 1 October 2008. 9. Change Order No. 4 in the amount of $27,746.60 to Madison Construction for the new Count Administration Building. Office of the County Judge • 300 East 26" St. Suite 114 Bryan, Texas 77803 • Fax: (979) 361-4503 Cog 10 Commissioners Court Agenda 13 May 2008 Page 2 10. Appointment of the following individuals to the Regional Transportation Planning Committee, representing the City of College Station: a. Jason Schubert b. Chair of the College Station Council Transportation Committee (currently held by Ron Gay) 11. Consideration and adoption of an authorizing the issuance of "Brazos County, Texas Limited Tax Bonds, Series 2008;" authorizing execution of a paying agenda/registrar agreement, and approving all other matters related to issuance of the bonds, including immediate effectiveness. 12. Request from Constable Lampo for additional funding for fuel to complete the remainder of the current fiscal year. 13. Permission to add Berkel & Company Contractors, Inc. to Brazos County's list of vendors who are exempt from competitive bidding for fiscal year 2008-2009 as per Statute 262.024(a)(4). 14. Permission to advertise RFP 2008-036, Moving Company to Transfer Furniture to the Administration Building. 15. Steering Committee for selection of the architect and remodeling of the Brazos County Courthouse, with the following membership: a. Judge Randy Sims County Judge f. Gary Arnold Road & Bridge b. Commissioner Duane Peters Pct. 2 g. Eric Caldwell IT Director c. Judge J. D. Langley 85th District Court h. Carlos Guitron Maintenance Dir. d. Bill Turner District Attorney i. Pat Howard* Purchasing Agent e. Irene Jett Budget Officer j. Charles Wendt* Purchasing * indicates non- voting members 16. Permission to advertise RFQ 2008-035, Architect for Brazos County Courthouse Remodeling. 17. Permission to advertise Bid #2008-037, Construction of Three 2-Lane Bridges. 18. The following capital requisitions to Wilton's Office Works for the purchase, delivery and installation of furniture for the Administration Building: Requisition # Amount Requisition # Amount a. 00019092 $ 9,287.26 h. 00019100 $ 12,837.52 b. 00019097 3,349.68 i. 00019101 2,862.49 c. 00019096 18, 748.97 j. 00019103 11,001.85 d. 00019089 3,420.85 k. 00019104 40,824.96 e. 00019107 6,002.98 1. 00019105 13,358.10 f. 00019087 10,575.57 in. 00019094 21,480.64 g. 00019093 31,001.30 i V 1,02 Commissioners Court Agenda 13 May 2008 Page 3 19. Ratification of an Extension Agreement extending the closing date to 10:00 a.m. on May 14, 2008 for the sale of 0.48 of one acre of land along Jones-Butler Road located in Precinct 1. 20. Payment Authorization in the amount of $9,500.00 to the Attorney General of Texas for the examination fee to be submitted with submission of the transcript of the proceedings authorizing the Series 2008 Bonds. 21. Acknowledgement of a Deed conveyed to Brazos County by the Estate of Sam Rizzo, its Executors and Heirs, and opinion letter by the County Attorney regarding tax liability. 22. Acknowledgement of the Investment Report for the quarter ending 3/31/2008. 23. Announcement of interest items and possible future agenda topics. 24. Call for citizen input and/or concerns. 25. Agency / Board / Committee reports by Court members. 26. Adjourn "The Brazos County Courthouse is wheelchair accessible. Handicap parking spaces are available. Any request for sign interpretive services must be made two business days before the meeting. To make arrangements, call (979) 361-4102. lob Jo3 COMMISSIONERS' COURT REGULAR MEETING MAY 13, 2008 A regular meeting of the Commissioners' Court of Brazos County, Texas was held in the Brazos County Commissioners Courtroom in the Courthouse in Bryan, Brazos County, Texas, beginning at 9:00 a.m. on Tuesday, May 13, 2008 with the following members of the Court present: Randy Sims, County Judge, Presiding; Lloyd Wassermann, Commissioner of Precinct 1; Duane Peters, Commissioner of Precinct 2; Kenny Mallard, Commissioner of Precinct 3, Absent; Carey Cauley, Jr., Commissioner of Precinct 4; Karen McQueen, County Clerk. The attached sheet contains the names of the citizens and officials that were in attendance. The Count Judge gave the invocation and then led the pledge of allegiance. Under citizen input/and or concerns, the following spoke: Demetrios Basdekas a) Said that he would like to offer comments on two agenda items but first would like to address the Commissioners' Court record keeping of public comments. He stated that it was not being done satisfactory. The members of the public were not easily heard like the Commissioners Court members. Vol log Page 10 Commissioners Court meeting May 13, 2008 2 The next matter was the presentation of a Certificate of Completion for the V. G. Young Institute of County Government's Continuing Education Conference to Commissioner Lloyd Wassermann. Leslie Gall, the newest Extension Agent presented the certificate to Commissioner Wassermann. The Court next considered Budget Amendment #07/08-30.1 that would reallocate funds for Capital Improvements- Commissioners Court. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the budget amendment as submitted. A copy of the amendment is attached. The Court proceeded to consider the change of status of employees as submitted on the attached Personnel Action Requests. On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to approve the changes as submitted. The Court next considered the following Claims as submitted by the County Treasurer for payment: 7049615 through 7049885 On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the Claims as submitted. 00 Vol I DS Page I " Commissioners Court meeting May 13, 2008 3 The next matter before the Court was consideration of Resolution #08-008 approving participation in the Brazos Valley Home Consortium and Authorizing the Execution of the Cooperation and Interlocal Agreement. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to adopt Resolution #08-008 approving the participation of Brazos County, Texas in the Brazos Valley HOME Consortium Cooperation and Interlocal Agreement. The Court next considered a Cooperation and Interlocal Agreement between Brazos County and the Brazos Valley HOME Consortium a.k.a Greater East Texas HOME Consortium a.k.a. Washington County HOME Consortium to continue participating as a member of the Consortium to undertake or assist in undertaking affordable housing activities for the HOME Program. This agreement provides for automatic renewal for participatory successive three-year qualification periods. The lead entity will notify each participating unit of general local government in writing of its right not to participate. On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to approve the Interlocal Agreement. A copy is attached. The next matter before the Court was consideration of a Change Order for the Administration Building in the amount of Vol I d g Page 101 Commissioners Court meeting May 13, 2008 4 $27,746.60 for Madison Construction. This will increase the contract amount to $3,464,510.50. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to approve the Change Order. A copy is attached. The next matter before the Court was the appointment of two (2) individuals to serve on the Regional Transportation Planning Committee, representing the City of College Station. On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to appoint the following individuals to serve on the committee: a) Jason Schubert b) New Chair of the College Station Transportation Committee (currently held by outgoing Councilman Ron Gay.) The next matter before the Court was consideration and adoption of an Order Authorizing Issuance of "Brazos County, Texas Limited Tax Bonds, Series 2008;" Authorizing Execution of a Paying Agent/Registrar Agreement and Approving All Other Matters Related to Issuance of the Bonds, including immediate effectiveness. Katie Conner, County Auditor, requested that the Judge move this item to the end of the agenda as they were still taking bids. The Court next considered a request from Constable Precinct 2, Donald Lampo for additional funding for fuel to complete the remainder of the current fiscal year. The County Vol log Page 101 Commissioners Court meeting May 13, 2008 5 Judge asked Constable Lampo if he had DDEA funds he could use. Constable Lampo responded that he had only $82.00. On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to approve the request. The Court next considered an Exemption from Competitive Bidding Requirements of Local Government Code, Section 262.024(a)(7)(A) for Berkel & Company Contractors, Inc. This is for the installation and test of three Auger Pressure Grouted test piles for the new jail addition. On motion by the County Judge, seconded by Commissioner Wassermann, the Court voted unanimously to approve the Exemption of Competitive Bidding Requirements for fiscal year 2008-2009. The next matter for consideration was approval for the Purchasing Agent to advertise RFP# 2008-036, Moving Company to transfer furniture to Administration Building. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to authorize the Purchasing Agent to advertise RFP #2008-036. The Court next considered appointing individuals to server on the steering committee for the selection of the architect for the remodeling of the Brazos County Courthouse. On motion by Commissioner Peters, seconded by Commissioner Vol 0 Page log Commissioners Court meeting May 13, 2008 6 Wassermann, the Court voted unanimously to appoint the following individuals to serve on the committee: a. Randy Sims, County Judge b. Duane Peters, Commissioner, Precinct 2 c. J.D. Langley, Judge 85th District Court d. Bill Turner, District Attorney e. Irene Jett, Budget Officer f. Gary Arnold, Road & Bridge Department g. Eric Caldwell, IT Director h. Carlos Guitron, Maintenance Director i. Pat Howard, Purchasing Agent* j. Charles Wendt, Assistant Purchasing Agent* *indicates non voting member The next matter for consideration was approval for the Purchasing Agent to advertise RFQ 2008-035, Architect for Brazos County Courthouse Remodeling. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to authorize the Purchasing Agent to advertise for bids for RFQ 2008-035. The next matter for consideration was approval for the Purchasing Agent to advertise Bid No. 2008-037, Construction of three, 2-lane bridges. Demetrios Basdekas said he had talked about the idea of a workshop on bridge safety and it never came to pass. Where are the 3 bridges for this item, he asked. Richard Vance, County Engineer replied that he was uncertain as to which ones these were. Mr. Basdekas then discussed elements of replacing bridges and asked who designs bridges. The County Judge said that Mr. Vance does some and Vol log Page 10q Commissioners Court meeting May 13, 2008 7 TxDOT does some. Mr. Basdekas than asked if TxDOT has to approve the designs. Mr. Vance said that yes they did. Mr. Basdekas then brought up steel beams and asked if TxDOT has any available. Mr. Vance replied that this is an outside contractor. The steel is not from TxDOT. He went on to say that in the past, beams from TxDOT were not inspected for cracks. Mr. Basdekas called them junk and said this practice should not be allowed to be continued. He claimed that TxDOT sells junk beams. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to authorize the Purchasing Agent to advertise Bid 2008-037. The next matter before the Court was consideration of approval of capital requisitions to Wilton's Office Works for the purchase, delivery and installation of furniture for the Administration Building. Demetrios Basdekas questioned the furniture purchases. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to approve the following requisitions totaling $184,752.17: Requisition Amount Requisition Amount a.00019092 $ 9,287.26 b.00019097 $ 3,349.68 c.00019096 $18,748.97 d.00019089 $ 3,420.85 e. 00019107 $ 6,002.98 f 00019087 $10,575.57 h. 00019100 i. 00019101 j. 00019103 k. 00019104 1.00019105 m.00019094 $ 12,837.52 $ 2,862.49 $11,001.85 $40,824.96 $13,358.10 $21,480.64 Vol log Page (to Commissioners Court meeting May 13, 2008 Requisition Amount g.00019093 $31,001.30 8 The next matter before the Court was ratification of an Extension Agreement extending the closing date to 10:00 a.m. on May 14, 2008 for the sale of 0.48 of one acre of land along Jones-Butler Road located in Precinct 1. On motion by Commissioner Wassermann, seconded by Commissioner Peters, the Court voted unanimously to ratify the Extension Agreement. A copy is attached. The next matter for consideration was a payment authorization in the amount of $9,500 to the Attorney General of Texas for the examination fee to be submitted with submission of the transcript of the proceedings authorizing the Series 2008 Bonds. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the payment authorization. At 9:45 a.m. the County Judge recessed the meeting. At 9:55 a.m. The County Judge reconvened the meeting and took up consideration of item 11 on the agenda, the Adoption of an Order Authorizing the Issuance of "Brazos County, Texas Limited Tax Bonds, Series 2008;" Authorizing Execution of a Paying Agent/Registrar Agreement, and Approving all other Matters Related to Issuance of the Bonds, including immediate Vol IDg Page ! 1( Commissioners Court meeting May 13, 2008 9 effectiveness. On motion by the County Judge, seconded by Commissioner Peters, the Court voted unanimously to adopt the Order and authorize the issuance of "Brazos County, Texas Limited Tax Bonds, Series 2008." A copy is attached. The Court next acknowledged a Deed conveying to Brazos County a one acre tract of land more or less from the Estate of Sam Rizzo, its Executors and Heirs on behalf of the Bryan Saddle Club, Inc., and opinion letter by the County Attorney regarding tax liability. Commissioner Peters stated the purpose of this deed was to clear the title and correct the deed from the Bryan Saddle Club. The Court acknowledged receipt of the Investment Report for the quarter ending March 31, 2008. Under announcement of interest items and possible future agenda topics the following spoke: Pat Howard, Purchasing Agent a) Introduced Leslie Williams to the Court. She will be the new Buyer for the Purchasing Department. There was no citizen input and/or concerns. Under Agency/Board/Committee reports by Court members, the following spoke: County Judge a) Commissioner Mallard is in Washington, D.C. this week. Vol log Page Ll a Commissioners Court meeting May 13, 2008 10 There being no further business to come before the Court, the meeting was adjourned. Vol 10` Page 113 The foregoing minutes of the Commissioners Court meeting held May 13, 2008 have been examined and are approved in open Court this the day of~yt~Cr' 2008, in Bryan, Brazos County, Randy Count LL-s,-►t Duane Peters Commissioner, Precinct 2 grey C ldy, Jr. Commiss oner, Precinc 4 Attest: C Ka en McQueen County Clerk -10 r Lloyd 'Wassermann Commissioner, Precinct 1 Kenny Malla Commissioner, Precinct Vol 10 g Page t(+ BRAZOS COUNTY COMMISSIONERS COURT MEETING ON 7Xr_ 113 2008 AT a Name (PLEASE PRINT) U Organization/Department C r r L✓Z~~i%".~ ' Cam' 17- AZ4 X- n Ili WI ~r L~ F~-40 S ( - lhl'\V~GL i ~ 'L G~c G~ vc a dFw, 109 115 BRAZOS COUNTY COMMISSIONERS COURT MEETING ON /yC / 2008 AT l° Name (PLEASE PRINT) U Organization/Department M c a.~ &J LM x d ~~!2 rrv~ lbf( t16 BRAZOS COUNTY, TEXAS BUDGET AMENDMENT(S) FOR THE 2007-2008 BUDGET YEAR NO. 07/08-30.1 On this the 13`h day of May 2008 at a regular meeting of the Commissioners' Court, the following members were present: Randy Sims, County Judge, Presiding Lloyd Wassermann, Commissioner, Precinct 1 E. Duane Peters, Commissioner, Precinct 2 G. Kenny Mallard, Commissioner, Precinct 3 Carey Cauley, Jr., Commissioner, Precinct 4 Karen McQueen, County Clerk The following proceedings were held: THAT WHEREAS, on 13 May 2008 the Court heard and approved a budget amendment for the 2007-2008 budget year for Brazos County, Texas; and WHEREAS, an expenditure is necessary due to the necessity to meet unusual and unforeseen conditions which could not be reasonably included in the original budget adopted 11 September 2007, the following amendment(s) to the original budget are hereby authorized, as described on the attached page(s). ADOPTED AND APPROVED this the 13`h day of May 2008. THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS. By: Original: County Clerk's Office and attached to the original budget Copies: County Auditor County Treasurer County Budget Officer Commissioners' Court Minutes ~l7 W BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 07/08 - 30.1 5/13/2008 FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 4500 63000500 60360000 CR Furniture 64,260.00 4500 63000500 67342000 DR Furniture 64,260.00 Capital Improvement Fund: Commissioner's Court To reallocate funds to ro erl account for furniture over $500 in proper account code. Department Approval Date Prepared By: ifj Date: 5/8/2008 County Judge Approval Date Ibs 1 1S PERSONNEL CHANGE OF STATUS REQUESTS Commissioner Court Date: May 13, 2008 Department Submitting Information: Human Resources Purpose of Submissions: Consider and Take Action on Change Reauests Department Submitting Employee Request Action Requested Request(s) Applies To Building Maintenance County Auditor Mushinski, Linda New Hire Lockledge, Cynthia Transfer County Clerk Gallion, Seth Admin. Leave District Clerk Ratliff, Traci New Hire Scarmardo, Christy New Hire Thelen, Shannon New Hire Tax Office Ott, Carrie Resignation Williams, Sierra Transfer Approved in Commissioners' Court: May 13, County Judge's or Commissioner's Signature: (This Copy to be attached to minutes) i i leg ilq BRAZOSCOUNTY BRYAN, TEXAS RESOLUTION of the COUNTY OF BRAZOS, TEXAS APPROVING PARTICIPATION IN THE BRAZOS VALLEY HOME CONSORTIUM and AUTHORIZING THE EXECUTION OF THE COOPERATION AND INTERLOCAL AGREEMENT WHEREAS, The National Affordable Housing Act of 1990, as amended, created the HOME Investment Partnership Program; and WHEREAS, the Act provides that units of general local governments that are geographically contiguous may form a consortium for the purpose of qualifying for a HOME formula grant allocation; and WHEREAS, Brazos County, Texas, desires to enter into a legally binding Cooperation Agreement with other eligible contiguous local governments in the Brazos Valley Council of Governments jurisdiction and surrounding region; and WHEREAS, Washington County, Texas accepts the role of Lead Entity: NOW, THEREFORE, BE IT RESOLVED that the Commissioners Court of Brazos County, Texas approves the participation of Brazos County, Texas, in the Brazos Valley HOME Consortium. BE IT FURTHER RESOLVED that the Commissioners Court of Brazos County, Texas authorizes the County Judge to execute the Brazos Valley HOME Consortium Cooperation and Interlocal Agreement. ADOPTED this 13`h day of May, 2008. ATTEST: Randy Si s, County Judge Brad s County, Texas Ir L Karen McQueen, County erk Resolution #08-008 Office of the County Judge . 300 East 26th St. . Suite 114 . Bryan, Texas 77803 . Fax: (979) 361-4503 1 U I RD -fg BRAZOS COUNTY BRYAN, TEXAS Brazos Valley HOME Consortium a.k.a. Greater East Texas HOME Consortium a.k.a. Washington County HOME Consortium COOPERATION AND INTERLOCAL AGREEMENT WHEREAS, the National Affordable Housing Act of 1990, as amended, authorized the HOME Investment Partnership Program; and WHEREAS, the HOME Investment Partnership Program authorizes the U. S. Department of Housing and Urban Development to allocate funds by formula among eligible states and local governments to provide affordable housing; and WHEREAS, the National Affordable Housing Act of 1990, as amended, provides that units of local governments that are geographically contiguous may form a consortium for the purpose of receiving a funding allocation as a participating jurisdiction in the HOME Investment Partnership Program; and WHEREAS, the Texas Interlocal Cooperation Acts permits local units of government to contract with other localities to perform any service or activity for which they are authorized to perform by law and to cooperate with other localities on a basis of mutual advantage; NOW, THEREFORE, the parties identified below mutually agree as follows: 1. To continue participating as a member of the Brazos Valley HOME Consortium established in 2002 for the purpose of qualifying as a participating jurisdiction for receipt of federal funds through the HOME Investment Partnership Program. 2. To adopt Greater East Texas HOME Consortium as an alternative name to Brazos Valley HOME Consortium with the understanding that the U.S. Department of Housing and Urban Development's official name for the consortium will be under the lead entity name Washington County HOME Consortium. 3. The parties agree to cooperate to undertake or to assist in undertaking affordable housing activities for the HOME Program. Office of the County Judge • 300 East 26" St. • dee 114 • Bryan, Texas 77803 • Fax: (979) 361-4503 IV Iq Brazos County Brazos Valley HOME Consortium Interlocal Agreement FY09 Page 2 4. Washington County shall continue in the role of lead entity and shall contract with the Brazos Valley Council of Governments to act in a representative capacity for all member units of general local government and both entities shall assume overall responsibility for ensuring that the Consortium's HOME Program is carried out in compliance with federal rules, regulations and requirements of the HOME Program, including requirements concerning a Consolidated Plan. 5. The parties agree to affirmatively further fair housing. 6. The parties agree that the term of this agreement shall be that period of time necessary to do and perform all activities that will be funded from HOME funds awarded for the period of three Federal fiscal years commencing with the Federal Fiscal Year beginning October 1, 2008 and all parties are prohibited from withdrawing from the Cooperation Agreement during said period. 7. The members of the Consortium will not be required to provide matching funds for the proposed programs unless approved by the jurisdiction's authorizing public body. However, each participating unit of government agrees to assist the Consortium in identifying eligible matching funds, if available. 8. The Consortium and participating members program year are the same for CDBG, HOME, ESG, and HOPWA Programs. 9. This agreement provides for automatic renewal for participatory successive three-year qualification periods. The Consortium's lead entity will notify each participating unit of general local government in writing of its right not to participate for the successive three-year qualifying period. The Consortium will adopt any amendment to the agreement incorporating changes necessary to meet the requirements for cooperative agreements set forth in a Consortia Qualification Notice applicable for a subsequent three-year Consortia qualification period. Failure to comply with the above will void the automatic renewal of the Consortium Agreement. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. In witness whereof, the parties hereto have caused this Cooperation Agreement to be executed by their duly authorized officers. (date) ATTEST: Randy i s, County Judge Ck v 1Y C yS County, Texas Karen McQueen, County Jerk log foil Document G701' - 2001 3AIA Change Order PROJECT: (Name and address) A New Administrative Office Facility for Brazos County 200 South Texas Avenue B9NATRC09(kaine and address) Madison Construction, LLP 1640 Briarcrest Bryan, TX 77802 CHANGE ORDER NUMBER: Four (4) DATE: 5 May 2008 ARCHITECT'S PROJECT NUMBER: 2642 CONTRACT DATE: 24 July 2007 CONTRACT FOR: General Construction The Contract is changed as follows: (Include, where applicable, any undisputed amount attributable to previously executed Construction Change Directives) Su mTery Attached FIELD ❑ OTHER ❑ The original (Contract Sum) (~e8~i}t j was $ 3.,3841,311.00 The net change by previously authorized Change Orders $ 352, 452.90 The (Contract Sum) (49asraetee&?4wEi umrPriee) prior to this Change Order was $ 3,736,763.90 The (Contract Sum) (fit ' ) will be (increased) (decreased) (Mchanged) by this Change Order in the amount of OWNER ❑ ARCHITECT ❑ CONTRACTOR ❑ $ 27,746.60 The new (Contract Sum) ) including this Change Order will be $ 30,7640,910-90 The Contract Time will be 0arean6) (doefea9ag) (unchanged) by Zero ( 0 ) days The date of Substantial Completion as of the date of this Change Order therefore is 1 July 2008 (Note: This Change Order does not include changes in the Contract Sum, Contract Time or Guaranteed Maximum Price which have been authorized by Construction Change Directive until the cost and time have been agreed upon by both the Owner and Contractor, in which case a Change Order is executed to supersede the Construction Change Directive.) NOT VALID UNTIL SIGNED BY THE ARCHITECT, CONTRACTOR AND OWNER. Pat-Pr.-,cm rchi Pr+__q ARCHITECT (Finn name) 701 South Texas A Mali Gon rmctrti _ i on CONTRACTOR (Finn name) 1640 Briarcrest Bryan, T 77802 ADDRESS n (Signature) Fred A. Patterson, Jr. v Michael Jones Jud-je Randy Sims (Typed name) (Typed name) (Typed name) p DATE DATE DATE AIA Document G701 T° -2001. Copyright ©1979, 1987, 2000 and 2001 by The American Institute of Architects. All rights reserved. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail TaA Brazos Cotmty OWNER (Firm name) 300 East 26th Street 1 ~ Change Order Number Four Attachment to Change Order Number Four (4) A New Administrative Office Facility Brazos County Bryan, Texas Project Number: 2006-2642 You are directed to make the following changes in this Contract: Page 2 1. (ASI 3.1- 3.4) Structural Modifications $14,229.25 2. (ASI 14.2) Variable speed Controller 3,602.50 3. (PCR 2.1- 2.3) Electrical feed to Sanctuary Misc - Elect changes 3,735.60 4. (PCR 2.6) Remove existing foundation in new parking area 4,537.50 5. (PCR 2.4 - 2.5) Changes to doors 134,179, 259 & 349 1,641.75 TOTAL for Change Order Number Four (4) $27,746.60 10 id3 EXTENSION AGREEMENT THIS EXTENSION AGREEMENT (this "Agreement") is made and entered into by and between BRAZOS COUNTY, TEXAS (BRAZOS COUNTY) and TLS PROPERTIES, LTD. (TLS), effective as May 6, 2008. WITNESSETH: WHEREAS, effective as of March 25, 2008, Brazos County and TLS entered into a Real Estate Sales Contract (Agreement) covering property more particularly described therein located in Brazos County, Texas (capitalized terms not defined herein used as in the Agreement), and WHEREAS, BRAZOS COUNTY and TLS have mutually agreed to extend the time for Closing the Agreement to May 14, 2008 to allow for all documents to be reviewed. NOW THEREFORE, for in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows. l . The time for the Closing as determined by Section A.8. of the Agreement shall be at the Title Company at 10 AM on May 14, 2008. 2 Except for the change to the Closing Date, the Agreement is confirmed as valid and in full force and effect. This Agreement may be executed simultaneously in a number of identical counterparts, and it is not necessary that the signatures of all parties hereto be contained on any one counterpart hereof, each counterpart shall be deemed an original, but all of which together shall constitute but one and the sarne instrument. WITNESS THE EXECUTION HEREOF effective as of May 6, 2008. "BRAZOS COUNTY" RATIFIED by the Brazos County Commissioners Court: Randy Sims, County Judge BRAZOS By:._/ Name: Title: "TLS" TLS PROPERTIES, LTD. By: TLS Operating Company, LLC, general partner By: Bruce A. Smith, President - / date 1 34 09-03-2008 10:04am From-WINSTEAD PC 210-277-6810 T-100 P.002/027 F-354 CERTIFICATE FOR ORDER We, The uadcrsigncd County Judge acid County Clerk of Brazos County, Texas (the ~CounEy") hereby certify as follows. I _ The Commissioners Court of The County (the "Cotrtniissioncrs Court") convened in regular session, open to the public, on May 13, 2008, at the iriecting place designated in The notice (the "Meeting"), and the roll was called of the members, to wit: Randy Sims, County Judge Kininy Mallard, Commissioner, Pct. 3 Lloyd Wasserman, Conuntssioner, PeT. I Carey Cauley, Jr, Commissioner, Pct. 4 Duane Peters, Commissiotiar, Pct. 2 1 nterribers of the Commissioners Court were present, except "Ja4i d 1A r thus constituting u quorum- Whercupon among other business, the following wa mzisaeted at the Mccrlug; a written ORDER AUTHORIZING THE 1SSUANCE OF "BRAZOS COUNTY, TEXAS LIMITED TAX BONDS, SERIES 2008", AUTHORIZING l XECUTION OF A PAYING AGENT/RFGISTRAit: AGREEMENT; A~-TD A1'PR0V(N0 ALL OTHER MATTERS RELATED TO ISSUANCE OF THE BONDS (the "Order") was duly introduced for The consideration of the Commissioners Court. It was theft duly riroved and seconded that the Order be finally passed and adopted; and after due discussion, such motion, carrying with it flit adoption of the Order prevailed and carried by the following vote- YES. 4 NOES: 0 ABSTENTIONS: C, 2, A true, full, and correct copy of the Order adopted at the Meeting is attached to and follows this Certificate; The Order has been duly recorded in The Cormnissioncrs Court's minutes of the Meeting; the above and foregoirg paragraph is a true, full, and correct excerpt from the Commissioners Court's minutes of the Meeting pertaining to the adoption of the Order; The persons named in the above and foregoing paragraph arc duly chosen, qualified, and acting officers and members of the Commissioners Court as indicated Therein; each of the officers and mertibers of the Commissioners Court was duly and sufficiently rrotiftcd officially and personally, in advancc, of the time, place, and purpose of the Meeting, and diat the Order would be introduced and considered for adoption at the Meeting and each of such officers and members consented, in advance, to the holclmg of the Meeting for such purpose; and the Meeting was open to the public, and public notice of the time, place, and purpose of the Meeting was given, all as required by Chapter 551, Texas Government Code, as amended. 3. Karen McQueen is ilia duly gNV=d acEina County Clerk of the Counry- SIGNED AND SEALED this May 13,2008- Karen McQueen County Clerk, Brazos County, Texas Randy Sims County J gel Brazos County, Texas (COMMISSIONERS COURT SEAL) I bg 1 a5 09-03-2008 10:04am From-WINSTEAD PC 210-277-6810 T-100 P-003/027 F-354 ORDER AUTffORIZING THE ISSUANCE OF --BRAZOS COUNTY, TEXAS LIMITED 'TAX BONDS, SERIES 2008"; AUTHORIZING EXECUTION OF A PAYING AGENT/REGISTF-AR AGREEMENT, AND APPROVING ALL OTHFR MATTERS RELATED TO ISSUANCE OF TnE BONDS 10T l it 09-03-2008 10:04am From-WINSTEAD PC 210-277-6810 T-100 P.004/027 F-354 TABLE OF CONTENTS TAB Section L Amount and Purpose of the Bonds . . . I Section 2- Designation, Datc, Denonntnations, Interest Ratcs, Numbers, and Maturities of Bonds. 1 Section 3. Characteristics of the Bonds_ . -.2 Section 4. form of Bonds- - Scction 5. Tax Levy . - 10 Section 6- Vcrfcction of Security... 11 Section 7- Disposition of Bond Proceeds ..........11 Section 8. Investments and Security . - - . . ........11 Srction 9. Remedies of Owners 11 S(tction 10- 13cfcas4ncc of Bonds ..........1 2 Section 11. Damaged, Mutilated, Lost, Stolen, or Destroyo Bonds . _ ..........13 Srction 12. Custody, Approval, and Registration of Bonds.......... . . . ...14 Section 13. Covenants of the County - ..........14 Section 14. Order a Contiact; Afnendments . . . . . . 16 Scction 15. Book-Entry Only System... . 17 Section 16. Sale and Delivery of Bonds I8 Section 17 Approval of Official Staiclacul - . ...18 Section 18- Continuing Disclosure Utldenaknn;.................................. 19 Scction 19 furthcr Procedures. . . • .........20 Section 20- Miscellaneous- - - - - - • ------21 Exhibit A - Paying Agent/Regisirar Agreement Exhibit B - Dcscnption of Annual Financial Infomiation ) b< p'7 09-03-2008 10:04am From-WINSTEAD PC 210-277-6810 T-100 P.005/027 F-354 ORDER AUTHORIZING THE ISSUANCE OF "BRAZOS COUNTY, TEXAS LIMITED TAX BONDS, SERIES 2008"; AUTHORIZING EXECUTION OF A PAYING AGENI'/REGISTRAR AGREEMENT; AND APPROVING ALL OTHER MATTERS RELATED TO ISSUANCE; OF THE BONDS WHEREAS, at an election duly cailcd and held for and within Rni2os County, Texas (the "County"), on Noveniber 6, 2007, the duly qualified fcsiderii clcctors of the County authorized the Commissioners Court to issue bonds for the acquisition of land, dcmolnion, construction, improvement, equipping, and furnishing of a County Jail in the maximum agore ;ate principal amount of $55,000,000 (thc "2007 Authorization") and collect annual ad valorem taxes on all taxable property in the County sufficient to pay the aruiual intcrest Uri such bonds and To provide a sinking fund to redeem the bonds at maturity and to pay the costs of any credit agreements executed in corautcuop with the bonds for the purpose of constructing a County Jail; WHEREAS, the County now decals it to be in the brit interest of the County to issue $55,000,000 in ad valorern tax-supported bonds authorized by the 2007 Auihonzat,on, leaving $-0- in voted bond authority under the 2007 Authorization to be issued in ibc. future; and WHEREAS, the bonds hereinafter authorized are to be issued anti delivered pursuant To Chapters 1251 and 1473, Texas Govcrnnient Code, as Amended THEREFORE, BE IT ORDERED BY THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS, THAT: Section 1. Amount and Purpose of Lhc Booms. The bonds of thr County arc hereby authorized to be issued and delivered iii the aggregate principal mount of $55,000,000 for the acquisition of land, demolition, construction, improvement, equipping, and furnishing of a County Jail Lind to pay costs of issuing such bonds. Section 2. D)e_.$igomion. Date. Denornina[ions, Intcrrst Rain-Nambers and Maturities of Bonds. "1Thc Bonds issued pursuant to this Order shall be designated "BRAZOS COUNTY, TEXAS LIMITED TAX BONDS, SERIES 2005" and initially there shall be issued, sold, and delivered hcrcundcr fully rcgtstcrcd bonds, without interest coupons, dated May 1, 2008 in ilie respecuvc denominations and principal amounts hereinafter slated, payable to the respective initial registered owner thereof (as designated in Section 6 hereof), ur to the rcgisiered assignee or assignees of said bonds or any portion or portions thereof (in cacti case, the "Registered Owner", "Owner", or "owner"). The term --Bonds" as used in this Order shall mean and include culiccLively thr bonds initially issued and delivered pursuant to this Order and all substitute bonds exchanged therefor, as wdl as all other substitute bonds and replacement bongs issued pursuant hereto, and [he Tenn -Bond-shall €ncan any of the Fronds. The Bonds shall be numbered I-1 for the Initial Bond (defined herein) and R-1 upward for the definitive Bonds, shall be in the denomination of $5,000 each or any integral multiple thereof, shall bear interest at the following per annum interc>t rates, and shall mature and be payable serially on September 1 in each of the years and in the principal amounts, respectively, as set forth in the following schcdulc, (Remainder of page irat:niionally 1Gfi blank) Ind 09-03-2008 10:05am From-WINSTEAD PC 210-277-6810 T-100 P. 006/027 F-354 YCars of Years of Stated Maturities Principal Interest Stated Maturities Principal Interest (Sepieritber 1 l Installments a e_ (September I) InstallmcM- tes 2010 S 640,000 3.250% 2020 S 3,125,000 4.000% 2011 840,000 3.250 2021 3,265,000 4.125 2012 1,325,000 3,250 2022 3,415,000 5.000 2013 2,300,000 3,250 2023 3,570,000 5.000 2014 2,400,000 3.375 2024 3,710,000 5.000 2015 2,510,000 3 500 2025 3,895,000 5.000 2016 2,620,000 3 625 2026 4,070,000 4.500 2017 2,740,000 3 750 2027 4,255,000 4,50U 2018 2,865,000 4.000 2028 4,445,000 4,500 2019 2,990,000 4.000 Said interest shall be payable in the mariner provided and on the dates stated in the FORM OF BOND set forth in Section 4 of this Ordcr Seetio,i 3. Chaiavicristics of the Bends- (a) 1?c mion, Transfer, and fxchange_ Authentication- The County shall keep or cause to be kept at the designated payineat office of US Bank National Association, Houston, Texas (the initial "Paying Agent/Registrar") books or records for the registration of The transfer and exchange of the Bonds (the "Registration Books"), and the County hereby appoints the Paying Ageat/Registrar as its registrar and transfer agent to keep such books or records and maicc such registrations of nansftrs and exchanges under such rcasonablc rcgulartons as the County and Paying Aaent/Regisirar may prescribe; and the Paying Agent/Registrar shall make such registrations, iransfirrs, and exchanges as herein provided. The Paying Agcnt/Rugtsimr shall obtain and record in the Registration Books the address of the Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, a> herein provided, but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments stiall riot be mailed anless such notice has been given. To the extent possible and under reasonable circumstances, all translcrs of Bonds shall br made within three business days after request and presentation thereof- The County shall have the right to Inspect the Registration Books during regular business hours of the Payir_g Abcnt/Rcgistrar, but otherwise the Paying, Agent/Registrar shall keep the Registration Books confidential and, uriless oilicrwise required by law, shall not permit their inspection by any other entity. The Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, cxchanpe, and delivery of a substitute Bond or Bonds shall ~c paid as provided in the FORM OF BOND set forth in this Order Registration of assigturicins, transfers, and exchanges of Bonds shall be made in the manner provided and with the iffcct ~tatcd m the FORM OF BOND set forth in this Order- Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond, Except as provided in subsection (c) below, an authorized representative of ttic Paying Agent/Registrar shall, before the delivery of any such Bond, date and inanually sign the Paying Agcnt/Regrstrar's AuthenticatiOn Certificate, and no such Bond shall be deemed to be issued or outstanding unless such certificate is so executed The Paying Agent/Rcgistrar promptly shall cancel all paid Bonds and Bonds surrendered for transfer and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the Commissioners Court of the County or atiy other body or person so as to accoinplisli the foregoing transfer and exchange of any Bond or portion thereof, and the Paying Agent/Registtar shall provide for the printing, execution, and delivery of the substitute Bonds. Pursuant to Section 1207.031, Tcxas Governn2ent Code, as amended, the duty of transfer slid exclange Io8 1~-9 09-03-2008 10:05am From-WINSTEAD PC 210-277-6810 T-100 P.007/027 F-354 of Bonds as aforesaid is hereby imposed upon The Paying; Agcni/Registrar, and, upon the execution of ;aid ccrtificare, The Transferred and exchanged Bond shall be valid, ;nconlTEstablc, and enforceable in the same mamuier and with the same effect as the Bonds which initially were issued and delivered pursuant to this Order, appruvcd by the Attorney General, and registered by The Comptroller of Public Accounts. (b) Pin eztt of Bonds anc~ interest. The County hereby further appoints the Paying Agerit/Rcgistrar to act as the paying ag;cnT for paying the principal of and interest on the Bonds, all as provided in this Order. The Paying Agent/RegisTrar shall keep proper records of all payments niade by the County and The Paying Agcnt/Regisuar with respect co the Bonds. The County Judge and County Clcrk arc hereby authorized to execute an agreement with the Paying AgenT/Registrar substantially in ibc form attached hereto as Exhibit A_ (c) In GC:erAj. Tlie Bonds (1) shall be issucd in fully registered form, without interest coupons, with the principal of and interest, on such Bonds to be payable only To The Registered Owners thereof, (ii) may be redeemed prior to their scheduled maturitics, (iii) may be transferred and assigned, (iv) may be exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be sighed, scaled, executed, and authenticated, (vii) shall have the principal of and interest on the Bonds be payable, and (viii) shall be administered and the Payirie Agent/Regisimi- and the County shall have certain dunes and responsibilities with respect To The Bonds, all as provided, and in The manner and to the effect as required or indicated, in the FORM OF BOND sci forth in this Order. The Bond initially issucd and delivered pursuant to this Order numbered 1-1 (the "initial Bond") shall be registered in the name of Robert W. Baird & Co_, Inc., as Representative of the Initial Purchasers (defined herein) and shall be cxccuied and submitted to the Airomey General of the State of Texas for approval, and Thereupon ccnif cd by Elie Comprroller of Public Accounts of the State of Teas or his duly authorized agent, by manual signature, and the Initial Bond shall be effective and valid Without needing to be, and shall not be, authenticated by The Paying AgenrJReg istrar, but on each substitute bond issued in exchange for the Initial Bonct or any Bond or Bonds issued under this Order the Paying Agtnt/Registrar shall execute The Paying Ag7cm/Regisuar's Authentication Certificate, in The form set forth in the Form of Bond. (d) Substitute i'a in As.=c U r s The County covepanis with the Registered Owners that at all Tulles while the Bonds are outstanding the County will provide a competent and legally qualified batik, Trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Rcgistrar for the Bonds under this Order, and That the Paying; Agcm/Regisrrar will be one entity. The County reserves the right, if.), and may, at its option, change the Paying; AgenT/Registrar upon not less than 120 days written notice to the Paying Ageni/Registrar, to be effective not later Than 60 days prior To the next principal or interest payment date after such notice. in the event that the entity at any time acting as Paying APent/Regisirar (or its successor by merger, acquisition, or other method) should resign or otherwise tease to acT us such, Elie County covcnanTs That it will promptly appoint a compcicnT and legally qualified bank, Trust company, financial institution, or other agency to acE as Paying AgenT/Regisrrar under this Order. Upon any change in The Paying AgenT/RegisTrar, the previous Paying Agent/Registrar promptly shall transfer and deliver Ehc RegistraTion Books (dcf ri_d herein) (or a copy thereof), along with all other pcrtitic it books and records relating to The Bonds, to the new Paying Abenr/ReorsTrar designated and appointed by the County Upon any change in the Paying AgenT/Registrar, The County promptly will cause a written notice thereof to be sent by the new Paying AgenT/Reg;istrar to each Registered Owner, by United States inail, first-class postage prrpaid, which notice also shall give the address of The ne,,v Paying Agent/ Rcgistrar_ By accepting; the position and performing as such, each F4ying AgeaVRegistrar shall be deemed to have agreed to the provisions of this Order, and a certified copy of ttus Order ;hall be delivered To each ,Paying; Agcni/Rcgisirar. 09-03-2008 10;05am From-WINSTEAD PC 210-277-6810 T-100 P.008/027 F-354 Section 4 Foil _ of Bonds, Thom form of the Bonds, including the form of Paying Agent/Rcgistmsr-s Authentication Ccrtilicatc, the form of Assignment, The forni of Statement of Insurance, and the ibpn of-Regisiration Certificate of the Comptroller of Public Accounts of the STatc of Texas to be attached to the Initial Bond, shall bc, respectively, substantially as follows, with such appropriate variations, omissions, or Inscrttons as are perinittrd or required by this Order FORM QE BQ NUMBER R_ REGISTERED INTEREST RATE REGISTERED OWNER PRINCIPAL AMOUNT- F_~,M OF DEFINITIVE BOND United States of Arricnca State of Texas BRAZOS COUNTY, TI=XAS LIMITED TAX BONDS, SERIES 2008 MATURITY DATE CEDE &I CO. ,Q-ATFD D~LU- May 1, 2008 DOLLARS 1 DENOMINATION REGISTERED CUSIP NO_ ON THE MATURITY DATE, specified above, BRA-20S COUNTY, TEXAS (the "County"), a political subdivision of Ifie State of Texas, hereby promises to pay to the Rcgistcrcd Owner, specified above, or registered assigns (hereinaflcr called the "registered owner") The Principal Amount, specified above, and to pay interest Thereon from the Datcd Date, specified above, on September 1, 2008 and semiannually on each March I acid SepTernber 1 thereafter to the Maturity Date, specified above, or the date of redemption prior To inaiuriTy, at the Interest Rate per annuin, specified above, computed on the basis of a 360-day year of zwelvcz 30-day months; except that if this Boad is required to be authenticated and The date of its aUTherITicatiUtt is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such d4tc of authentication is after any Record Date but on or bcfarc the next following interest payment date, in which case such principal amount shall bear intcrest from such next following interest payment date, provided, however, that if on The crate of authcnticanon hereof the interest on The Bond or Bonds, if any, for which this Bond is being exchanged is duc but has not been paid, iheii this Bond shall bear interest frorn The date to which such interest has been paid in full. THE PRINCIPAL OF AND INTEREST ON this Bond arc payable in lawful motley of the United States of America, wirliouT exchange or collection charges. The principal of this Bond skull be paid to the registered owner hereof upon presentation and surrender of this Bond at inaTumy or upon the date fixed for its redcmpnon prior to maturity, at the designated payment office of U_S. BANK, NATIONAL ASSOCIATION, Houston, Texas or its successor, which is the "Paying AgcnVRcgistrar" for this Bond. The payment of interest on This Bond shall be made by the Paying Agcnt/Registrar to the registered owner hereof on each interest payment date by check, daTcd as of such interest payment date, drawn by The 09-03-2008 10:06am From-WINSTEAD PC 210-277-6810 T-100 P.009/027 F-354 Paying Agcnt/Registrar on, and payable solely from, funds of the County required by the order authorizing the issuance of this Boud adopted on May 13, 2008 (the "Order"), to be on deposit with the Paying Agent/Registrar for such purpose =i hereinafter provided; acrd such check shall be sent by the Paying Agent/Registrar by United Statcs mail, first-class postage prepaid, on cacti such interest payment date, to the registered owner hereof; at its address as it appeared on the record date for determining the person to whom payments on this Bond are to be made (The "Record DaTe"), being the 15th business day of the rnoirTh next preceding each such payrnara date, on the boosts of registration kept by the Paying Ag;cnt/Rcgistrar relatuig to the Bonds (thc "Reg istradon Books"). In addition, interest may be paid by such other method, acceptable to the Paying Ageni/Regisirar, requested by, and at the risk and expense of, the registered owner- THIS 13OND is one of a series of Bonds auThor;2ed in accordance with the laws of the State of Texas and the Order in the original pnncipal amount of $55,000,000, for the acquisition of land, demolition, construction, improvement, equipping, and ftrmisbing; of a County ]ail and to pay costs of issuance of The Bonds. THE BONDS are issued pursuant To Ttic Order, whereunder The County covenants to levy a coatuiuing direct awwal ad valuresu tux utr 14X4blC property within thr_ County, within legal limitations, for each year while any pan of the Bonds are considered outstanding under the provisions of the Order, in sufficient amount to pay interest on each Bond as it becoines due, to provide a sinking fund for the payment of the principal of the Bonds when due, and to pay the expenses of assessing and collecting such iax, all as more specifically provided in the Order. Reference is hereby made to the Order for provisions with respect to ilie custody and application of the County's funds, rernedies in the event of a default hcrcnnder or thereu,ider, and the other rights of the rcgtstC%d owner. THIS BOND IS TRANSFERABLE OR EXCHANGEABLE only upon prescniation and surrender at the dcsia ated payment office of the Paying Agent/Regisirar. if this Bond is being transferred, it shall be duly endorsed for Transfer or accompanied by an assigriment duly executed by the registered owner, or his auT110d2ed representative, subject to the terms and conditions of the Order. ANY ACCRUED INTF.RFST DUE at inatnrity or upon the redemption of this Bond prior to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of This Bond far redemption and paymcnt at the designated payment office of The Paying AgenT/Registrar. The County covenants with The registered owner of This Bond that on or before each principal payment date, interest payment date, and accrued intrust payment date for this Bond it will make available to the Paying Ag=/Regisirar, from the "Interest and Sinking Fund" created in the Order, the amounts required to provide for the payment, in immediately available funds, of all principal of and intcrrsi on the Bonds, when duc. IF THE DATE for the paymcnt of the pnncipal of or interest on This Bond shall be a Saturday, a Sunday, a legal holiday, or a day on which banking ins%Tution; in the County where the designated payinerit office of the Paying Agcni/Registrar is located are autlionzed by law or executive order to close, or The United States Postal Service is not open for business, then the date for such payment shall be The IrexT succecdiuo day which is not such a Saturday, Sunday, lcg;al holiday, or day ore which banking; institutions are authorized to close, or the Urutcd States Postal Service is not open fbr business; and payment on such date shall have the same force and effect as tf made on the original date payment was due_ IDS 13=" 09-03-2008 10:06am From-WINSTEAD PC 210-277-6810 T-100 P.010/027 F-354 THE COUNTY RESERVES THE RIGHT To rcdecm the Bonds niatunng on or after September 1, 2019, pnor to their scheduled uraturiues, in whole or in part, in integral multiples of $5,000, on September 1, 2018, or on any date thereafter. Such optional redemptions shall be at a redemption pncc of par plus accrued interest on the principal arriouiirS called for redemption to the date fixed for rcdcmption. If less than all of the Bonds are to be redeemed, the particular Bonds To be redeemed shall be selected by the County in integral multiples of $5,000 within any one maturity. AT LFAST 45 DAYS PRIOR to the date fixed for any rcdcmption of Bonds or portions thereof prior to nlatunty, a written notice of such redemption shall be given by the County to the Paying AgentlRegistrar, and the Paying Agcnt/Registrar shall send a copy of such notice at least 30 days prior to the date fixed for redemption by United States mail, first class, postage prepaid, addressed to the registered owner of each Bond to be redeemed in whole or in pan at the address shown on the Registration Books; provided, however, that the failure to send, mail, or receive such notice, or any defzcT Therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Bond. When Bonds ar portions thcrcof have been called for rcdcmption, and due provision has been made to redeem the same, ill= principal amounts so redeemed shall be payable solely from the funds provided for redemption, and interest which would otherwise accrue on the amounts called for rcdcmption shall Terminate on tiie date fixed for redemption. A1-1- BONDS OF THIS SERIES are issuable solely as fatly registered Bonds, without interest coupons, in the denomination of any integral muluplc of 55,000. As provided in the Order, this Bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assi ;pees hereof, be assigned, transferred, and exchanged for a like aggregate prncipal amount of fully rcgistcrcd Bonds, without interest coupons, payable to tht appropriate registered owner, assignee, or assignees, as the case may be, having the same denomination or denominations in any integral multiple of 55,000 as regiitstcd in wntmb by the appropriate registered owner, assignee, or assianccs, as Tile case may be, upon surrender of this Bond to The Paying Agent/Regisirar for cancellation, all in accordance with the form aTid procedures set forTli in the Order. Among other requircnicnis for such assignment and Transfer, This Bond inust be presented and surrendered To the Paying Agcnt/Rclistrar, Together with proper instruments of assigmmcnt, in form and with guarantee of signatures satisfactory to the Paying Ageni/Registrar, evidencing assignment of This Bond or any portion or portions hereof in any integral multiple of $5,000 to Tile assigtice or assig;nces ill whose nalne or names this Bond or any such portion or portions hereof is or are to be registered- The form, of Assignment printed or endorsed on this Bond may be execiiTed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignmcill satisfactory to the Paying Aeent1Rcgistrar may be used to evidence the assi~~turicnE of this BOrid or any portion or portions hereof from time to Time by the registered owner. The person requesting such Transfer and exchange shall pay the Paying Agcm/Registrar's reasonable standard or customary fees and charges for transferring and exchanging any Sond or portion thereof In any circumstance, any taxes or 90vcrnmenT41 charges required to be paid with respect thereto shall be paid by the person requesting; such assigamcni, transfer, or exchange, as a condition precedent to The exercise of such privilege. The forcgoina notwithstanding, in the case of the cxcbangc of a portion of a Bond which has been redeemed prior to maturity, as provided herein, and in The case of the exchange of an assigned and transferred Bond or Bonds or airy portion or portions thereof, such fees and charges of Tlie Paying Agcnt/RegisTrar will be paid by the County The Paying AgenVRegistrar shall not be required to make any such transfer or exchange (i) during the period of 15 days next preceding an interest payment date or (ii) with respect to any Bond or any portion Thereof called for redemption prior To maturity, within 45 days prior to its redemption date. 16K /33 09-03-2008 10:07am From-WINSTEAD PC 210-277-6810 T-100 P-011/027 F-354 IN THE EVENT any Paying Agcrtt/Registrar for the Bonds is c4anged by the County, resigns, or otherwise ceases to act as such, the County has covcnantrd in the Order that it promptly will appoint a competent and legally qualified substitute therefor, and cause wriucai notice thereof to be marled to the registered owners of the Bonds. 13Y BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of the terns and provisions of the Order, agrees to be bound by such tenns and provisions, acknowledges that the Order is duty recorded and available for inspection, in the official minutes and records of the governing body of the County, acrd agrees that the tcrMS and provisions of this Bond and the Order constitute a contract between each registered owner hereof and the County. IT IS HER-F-&Y CI=RTIFIED, RECITED, AND COVENANTED THAT ihi> Bond has been duly and validly authorized, issued, acrd delivered; all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authori2ation, issuance, and delivery of This Bond have bcGn performed, existed, and been clone iu accordance with law; and ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comas due, and as such principal matures, have been levicd and ordered to be levied against all taxable property in the County, and have been pledged for such payment, wahin the limit prescribed by law. IN WITNESS WHEREOF, the County has caused this Bond to be signed with iite manual or tacsimi€c signature of The County Judre rind countersigned with the w4riuai or facsimile signature of the County Clerk, and has caused the official seal of the County to br duly impressed, or placed in lac,inrile, on this Bond. BRAZOS COUNTY, TEXAS xxxxxxxxxxxhxAxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxX lix Karen McQueen Randy Sims County Clerk, Bru2os County, Texas County Judga, Brazos County, Texas FORM OF1NiTIt1L BOND The Initial ,Bone! shall be in the form set fora; above for the clef rziiivr Bands, except the jbllowing shall replace the heading and thrfrst iwo paragraphs: NO. 1-1 United States of A iierlca State of Tcxas $RAZOS COUNTY, TEXAS 1-NITED TAX BONDS, SERIES 2008 $»,000,000 Dated Date- MAY 1, 2008 Registered Owner: ROPERT W. BAIRD & CO., fNC. Prcnoinai AT11AJ1r)T' FTF?'Y FfVF M1T.1.10N DOLLARS ($55_000..00M 10g I~ 09-03-2008 10:12am From-WINSTEAD PC 210-277-6810 T-101 P-011/027 F-354 IN THE EVENT any Paying Agm/Registrar for the Bonds is changed by the County, resigns, or otherwise ceases to act as such, the County has covenanted in the Order that it promptly will appoint a conipetent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the registered owners of the Bonds. 13Y BECOMING the registered owner of this Bond, the registered owner Thereby acknowledges all of the terms and provisions of the Order, agrees to be bound by such terms and provisions, acknowledges that the Order is duly recorded and available for inspection in the official minutes and records of the governing body of the County, and agrees that the terms and provisions of this Bond and the Order coiistitute a contract between each registered owner hereof and the County. IT IS HEREBY CERTIFIED, RECITED, AND COVENANTED THAT This Bond has been duly and validly authorized, issued, acrd delivered; all acts, conditions, and things required or proper to be pcrforrrted, exist, and be done precedent to or in the authori2ation, issuance, arid dchvcry of this Bond have bccn perfoiined, existed, and been clone iu accordance with law; and ad valorem taxes suffic2cnt to provide for the payment of the interest on and principal of this Bond, as such interest comes due, and as such principal matures, have begin levied and ordered to be ]cvtcd against all taxable property to the County, and have been pledged for such payrnexa, within the limit prescribed by law. IN WITNESS WHEREOF, [he County has caused this Bond to be signed with the Lnanuai or facsimile signature of die County Judge and countersigned with the m4nuai or facsimile signature of the County Clerk, and has caused the official seal of the County to be duly irnpressed, or placed to facsimile, on this Bond. BF,AZOS COUNTY, TEXAS xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxX_jXX xxxxxxxxxxaxx4xxxxxxxxxxxxxxxxxxxxxxxxx Karen McLtcccn Randy Sims County Clerk, Brazos County, Texas County Judge, Brazes County, Texas FORM IN Lk-L $OND The 1nittul Bond Shull be in ahe form set fortis above for the clejiniiivr Bonds, except the Jollowing .shall replace the heading and the first two paragraphs: NO. 1-1 Unttcd States of America State of Texas $RAZOS COUNTY, TEXAS 1-IMITED TAX BONDS, SFRW-S 2008 $55,000,000 Dated Datc- MAY 1, 2008 Registered Owner: ROBERT W. BAIRD & CO., INC. Principal Artiount: FIFTY FNE N41LLION DOLLARS ($55,000,000) 1o$ I~ 09-03-2008 10:12am From-WINSTEAD PC 210-277-8810 T-101 P.012/027 F-354 BRAZOS COUNTY, TEXAS (thc "County"), for value received, acknow ledges itself indebted to and hereby promisCS to pay To the prdcr of The Registered Owner, specified above, or the registered assigns thereof (the "Registered Owncr"), the Pnncipal Amount, specifies} above, with pnncipal installments payable on September I in each of the years, and bearing interest at pcr annum rates in accordance with the following schedule: YEARS OF PRINCIPAL INTEREST STATED MATIIRI-TIES INSTALLMENTS RATES (Information to be inserted from schedule in Section 2 hereof.) IN'FjI RFST' on the unpaid Principal Amount hcrcof frum the Dated Date, specified above, or froth the most recent intcrest payrnenT dare to which interest has been paid or duly provided for until the Principal Amount has bcconie due and payment thereof has been made or duly provided for shall be paid computed on The basis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and September 1 of each year, commencing September 1, 2008. THE PRINCIPAL. OF AND fNTEREST ON this Bond arc payable in lawful money of the United States of Amcnea, without exchange or collection charges. The final payment of principal of this Bond shall be paid to the MgIstcmd owner hereof upon presentation and surrender of this Bond at final rnatur,Ty, at the designated paymem office of U.S 13ANK NATIONA.1. ASSOCIATION, Houston, Texas, which is the "Paying Agem/Re;isTrar" for this 13ond, The payment of principal installments and interest on this Bond shall be inade by the Paying AocnURegistrar to the registered owner hereof as shown on the registration books relating to the Bonds kept by the Paying Aoeni/Registrar (the "Registration Bonds") at the close of business on The Record Date (defined herein) by check drawn by the Paying Agcrtt/Mt:gisirar on, and payable solely fi-oin, funds of the County required to be on deposit witli the Paying Agcnt/RegisTrar for such purpose as hereinafter provided; and such check shall be sent by The Paying AoeriVRegisirar by United States moil, postage prepaid, on each such payment date, to the registered owner hereof aT its address as it appears on the Registration Books kept by the Paying AgCnT/Rcgistrar, as hcrcinafter described- The record dale for dricrrnining the person to whom to make for payments hereon (the "Record Katz") means the 15th business day of the month preceding a scheduled payment. The County covenants with The Registered Owner that no later than each principal installment payment date and interest payment date for this Bond it will make available to the Paying Agent/Regiswar the amounts required to provide for the payment, in immediately available funds, of all pnncipal of and intcrest on the Bonds, when duc, in the mariner set forth in the Order authorizing the issuance of the Bonds adopted by the Commissioners Court of The County on May 13, 2008 (the "Order"). EQRM OF STATEMENT OF TNS_L9_ZANi9_E STATEMENT OF INSURANCE Financtal Security Assurance Inc. ("Financial Security"), New York, New York, has delivered its municipal bond insurance policy with respect to the scheduled payments due of principal of and intcrest on. This Bond to U.S. Bank National Association, Huusiou, Texas, or its successor, ds paying agent for the 168 13~ 09-03-2008 10:12am From-WINSTEAD PC 210-277-6810 T-101 P-013/027 F-354 Bonds (the "Paying Agent"). Said Policy is on file and available for inspection at the principal officC of the Paying Agent and a copy thereof may be obtained from Financial Security or the Paying Agent_ FORM OF PAYING AGENT/RLGISTRAR'S AUTHENTICATION CERT01CATE AUTH.FNTICATION CERTIFICATE it is 1lcroby errtified that this bond has been delivered pursuant to the Order authorizing the issuxincc of the Bonds described in the text of this bond, in exchange for or in mplaccrncnt of a bond, bonds, or a portion of a bond or bonds of a series which was originally approved by the Attorney Gcncrai of the State of "Tcxas and ragistcrcd by the Comptroller of Public Accounts of tht State of Tcxas. Datc of Authentication: U S_ BANK NATIONAL. ASSOCIATION Houston, Tcxas By Authorized Signaturc FOM OF A SSIGNMFNT ASSIGNMENT FOR VALUE RECEIVED, the undersigned registered owner of this Bond, or duly authonzcd repTtsentativc or attorney thereof, hcrcby assigns this Bond To (A_'i4U WU'5 Soc4a1 Sccui4ry Pi "CAA Payrr (Print w iypi: Anntgncc"~ nainc sna.idgTo., incluaulg z;p cc4c) ]acnuf cnuon nutupcr) and hereby irrevocably constitutes and appoints attorney to transfer the registration of this Bond on the Paying Agcw/RcgistTar's Rciistration Books with full power of substitution in the premise=s_ Dated Signaturc Guaraniccd_ NOTICE: Signature(s) must be guaranteed by NOTICE: The si naturc above must correspond with a mcmbcr firm of the New York Stock the naive of the Registered Owner as it appears upon Exchange or a curtunercial bank or trust the front of this Bond in every particular, without log 07 09-03-2008 10:12am From-WINSTEAD PC company. 210-277-6810 T-101 P.014/02T F-354 altcration or cnlarbcmcnt Or any change whaisocvcr. The following abbrcviationa, when used in the assignment above or on the face of the within bond, sliall be construed as though they wire written out in fWl according To applicable laws or regulations; TEN COM - as tenants ;n cominon TEN ENT - as tcnanTs by The entireries JT TEN - as joint tcnam with right of survivorship and not as ienanTs in common UNIF GIFT MIN ACT - Custodian (CusT) under Uniforin Gifts to Minor Act (State) Additional abbreviations may also be used though not in the list above. (M1nor) FORM OF REGISTRATION CFE-10 'A"#_ OF'rHfi COMPTROLLER OF PUBLIC ACCOUNTS [To be printed on or attached To The initial Bond] COMPTROLLER'S REGISTRATION CERTIFICA'1 12.EGISTER NO. i hereby certify that this Bond has been examined, czrtiIied as to validity, and approved by the Attorney General of The STaTc of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal This (COMPTROLLER'S SEAL) Comptroller of Public Accounts of ncc State of Texas (END OF FORMS) Section S. Tax Lc :vv. A special interest and Sinking Fund (the "interest and Sinking Fund") is hereby created solely for the benefit: of Elie Bonds, and the Interest and Sinking Fund shall be established and maintained by the County at an official depository bank of the County. The Interest and Sinking Fund shall be kept separate and apart from all other fmids and accounts of the County, and shall be used only for paying Elie imeresi on and principal of the Bonds All ad valorem taxes levied and c01lcc1CC1 for and on account of Elie Bonds shall be deposited, as collected, to the credit of the lnieresT and Sinkinn Fund. During each year while any of Elie Bonds or intcrcz;t thereon are outstanding and unpaid, the Commissioners Court shall compute and ascertain a rate and amount of ad valorem tax within legal limitations which will be suffrLicnt To raise and produce the money required to pay the interest on the Bonds :as ,such inlcresi comes due, and to provide and mannrann a sinking fund adequate w pay the principal of its Bonds as such principal matures (but never less than 2% of the original principal aii,oum of said Bonds as a sinking fund each year); and said tax shall be based on the latest approved Tax rolls of Elie County, with full allowance being made for tax dclinqueneies and Elie cost of tax collection. Said rate 10 109- 139 09-03-2008 10:13am From-WINSTEAD PC 210-277-6810 T-101 P.015/027 F-354 and amount of ad valorem tax 3s hereby ltvicd, and is hereby ordered to be levied, against all taxable propcny in the County for each year while any of the 13ortcts or intcrest ThcrcoT, arc outstanding and unpaid; and said tax shall be assessed and collected each such year and dcpositud to the credit of the aforesaid interest and Sinking fund. Said ad valorem taxes suffitent to provide for the payment of the intcrest on and principal of the Bonds, as such interns[ coines due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. Sectiot16. Minn of Security- Chapter 1208, Texas Government Code, applies io the issuance of the Bonds and the pledge of the procccds of ad valorem tares thereto, and such pledbc is, thcrrfore, valid, cRective, and perfected. Should 'T'exas law be amended at any time while the Bonds are outstanding and unpaid, the result of such amendment being. that the pledge of the ad valorem tax procccds is to be subject to The filing requirements of Chapter 9, Texas Business & Comrrieree Code, in order to preserve to the owners of [lie Boards a security, intcrest in such pledge, the Couriiy agrees To take such measures as it dcicnTnines are reasonable and necessary to enable a filing of a security interest in said pledge to occur. Section 7. Di5qQ itton of Bond Proceeds. The proceeds of the Bonds shall be used as follows: (i) accrued interest on the Bonds in the amount of $252,581.20 shall be deposited to the credit of the lnterest and Sinking Fund; (n) $54,950,671.76 of the procccds shall be deposited io the `Construction fund", hereby created with a dcposicory bank of the County to be used by the County for ilte purposes for which The Bonds arc tssacd, and (iii) $799,456 24 shall be used to pay the costs of issuing the Bonds, which includes underwriter's discount and bond insurance premium.. Section 8. Investments and Security. (a) Jlivcstment of Funds Except as otherwise provided herein, the County may place money in any fund craamd. by this Order in time or demand deposits or invest such money as authorized by law and the County's investment policies at the time of such deposit, including guaranteed investment contracts as permitted by ilie Public Funds InvesTmcm Act, Chapter 2256, Texas Government Code; provided, however, that the County hereby covenants Thai the proceeds of the sale of the Bonds will be used as soon as practicable for the purposes for which the Bonds are issued. Obligations purchased as an invcstrneni of money in a fund shall be dremcd To be a part of such fund. (b) Amounts Rccciyc4 front Investments. Except as otherwise provided by law, amounts received from the invesimenr of any money in any Rind created by this Order, shall belong to the fund from which the money for such invrstircrtt was Taken. (c) Security for Fya4s_. All ftuids created by this Oslo shall be secured in The manner and to the fullest extent required by law for the security of funds of the County. Section 9. Remedics of Owners In addition to all rights and remedies of any owner of the Bonds provided by the laws of the State of Texas, the County and the Commissioners Court covenant and agree Thai in ilie event the County defaults in the pay,nem of the principal of or interest on any of the Bonds when due, fails to make the payments required by this Corder to be made into the hilerest and Sinking Fund, or defaults in the observance or performance of any of rho covenants, conditions, or obligations set forth in this Order, the owner of any of the Bonds shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling; and requiring the Commissioners Court and other officers of the County to observe avid perform any covenaw, obligation, or condition prescribed in this Order. No delay or omission by any owner To ezerctsC any right or power accruing to such owner upon default shall impair any such naht or power, or shall be construed to be a waiver of any such default or aequiesccnc e therein, and every such right or power may be exercised from Time to tine and as often as may be deemed II K I39 09-03-2008 10:13am From-WINSTEAD PC 210-277-6810 T-101 P. 016/027 F-354 expedient. '11c specific remedies muntioncd in this Order shall be available To any owner Of, any of the Bonds and shall be cumulative of all other existing remedies. Section 10_ Defeasarice of Bonds. (a) Exccpt to the extent provided in subsection (c) of this Section, any Bond, and the interest thereon, shall be decmcd to be paid, retired, and no longer outstanding within the mcanina of this Order (a "Defeascd Bond") when payment of the principal of such Bond, plus interest thereon to the duc date (whether such due date be by reiison of maturity, rcdcmption, or oilierwise) either (r) shall have bccn made or caused to be made in accordancc with the terms thereof (including the giving of any required notice of redemption) or (ii) shall have bren providcd f-or on or before such due date by irrevocably depositing with or making available to a person described by section 1207.061(a), Tcxas Government Codc, as amended (a "Depositary"), with respect to the safekeeping, investment, administration, and disposition of a deposit made under section 1207-061, 'fcxas Govcrzunent Codc, as amended, for such payment (the " pcposil") (A) lawful money of The Untied States of Amcrica sufficient to make such payment or (B) Goverturicni Obligations, winch may be in book-entry form, that mature and bear interest payable at Mmes and in amounts sufficient To provide for the scheduled payment or redemption of any Dcfeased Bond. To cause a Bond scheduled to be paid or redeemed on a date later than the next scheduled interest payment date on such Bond to become a Dcfeased Bond, the Couuly must, with respect to the Deposit, enter into an escrow or similar aarreemenr with a Depositary. In connection with any defeasance of thr- Bonds, the County shall cause to be delivered (i) in the event an cscruw or similar anrecmcni has bccn catered into with a Depositary to effectuate such deft:asancc, a report of all indeprndcnt firm ut-nationafly recognized certified public accounTanis verifying the sufficiency of the escrow established To pay The Defeascd Bonds rn full on Tile maturity or redemption date thereof (ilic "Verification"), or (ii) in the event no escrow or similar agreement has been entered into, a eertifrcatc from the County Judge certifying that the amount deposited with a Depositary is sufficient to pay the Defeascd Bonds in full on The maturity or rcdcmption date thereof lu addition to The required Verification or certificate, the County shall also cause to be dehvercd an opinion of nationally recognized bond counsel to The effect that the Dcfeased Bonds are no lonocr outstanding pursuant to The Terms hereof and a certificate of discharge of the Paying Ag;mt/Regisirar with respect to the Dcfeased Bonds_ The Verification, if any, and each certificate and opinion required hereunder shall be acceptable in form and substance, and addressed, if applicable, to the Paying Agent/Registrar and the County. The Bonds shall remain outstanding hereunder unless arrd until they are in fact paid and retired or the above criteria are mcl- AT such time as a Bond shall be dcerned To be a Defeascd Bond hereunder, and all herein required criteria have been met, such Bond and the interest thereon shall no lonocr be outstanding or unpaid and shall no longer be entitled to the benefits of the pledge of the security interest granted under this Order, and such principal and interest shall be payable solely from the Daposii of money or Government Obligations, providcd, however, the Cuunty has reserved the option Lo be exercised at the time of The defeasance of the Bonds, to call for redemption, at an earlier date, those Bonds which have been defeased To their maturity date, if the County' (i) in The procccdings providinb for the firm banking arrd financial arrangements, expressly reserves the right to call The Bonds for redemption, (ii) gives uotice of the reservation of that right io Elie Registered Owners immediately following the making of the firer banking acid financial arrangements; and (iii) directs that notice of reservation be included in any redemption notices that it authon2es. (b) Any money so deposited wish a Depositary may at the wrrtien direction of the County also be invested in Government Obligations, maturing in the amounts and times as herembefore set forth, and all income froth such Goveriuneni Obligations received by a Depositary which is not required for the 12 169 09-03-2008 10:13am From-WINSTEAD PC 210-277-6810 T-101 P-017/027 F-354 payment of The Defeased Bonds and interest thereon, with respcct to which such money has bccn so deposited, shall be used as direcTed in writing by the County. (c) Until all Defeased Bonds shall bavc become due and payable, ilia Paying Agent/Registrar shall perform the services of Paying Agcnt/Registrar for such Defeased Bonds the same as if they had not been defcascd, and the County shall make proper aFrangamcTiTS to provide and pay for such services as required by this Order. (d) As used herein, the term -'Governmental Obligations" means (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United Stares of America, (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by ilia agency or instrumentality and that, on the dare The governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recoo izcd inve?Tmcnt rating firm nor less Than "AAA" ar its equivalent; of (iii) noncallable obligations Of a state or an agency or a county, municipality, or other political subdivision of a state that have bccn refunded and That, on The date the governing body of the issuer adopts or approves the procerdinas authoriiirig the issuance of refunding bonds, arc rated as to inve.tn7em quality by a narinnatly recognized investment rating fine not less than "AAA" or its equivalent- Scction 11. Damaged. Mutilatr_4 Lcist_ STolcn, or Destroyed Bonds. (a) a ce ieVrt Rodids. In the evcnT any ouTSTanding Bond is damaged, inuiilaTed, lost, stolen, or dcstroycd, the Paying A;cnt/Rcgistrar shall cause to be printed, executed, and delivered, a new bond of the saner principal amount, maturity, and interest rare, as the damaged, rriutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application far JZenlacemcnt Bonds. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds ahall be made by the Rae1z5tcrtd Owner thereof to The Paying Agent/Registiar. In every cast of loss, theft, or destruction of a Bond, the Registered Owrier applying for a replacement bond shall furnish to the County and To the Paying Agcnt/RebisTrar such security or indemnity as may be required by them to save each of Them harmless from any loss or datnage with respect thereto- Also, in every case of loss, theft, or destruction of a Bond, the RegisTcred Owner shall fiinush to the County and To the Paying Ageni/Rcgistrar evidence To Their satisfaction of the loss, theft, or destruction of such Bond, as The case may bc. In cvtry ca3e of damage or mutilation of a Bond, The Registered Owner shall surrender to the Paying Agcnt/Registrar for cancellation the Bond so damaged or mutilared_ (e) No Default Occurred. Notwithstanding the foregoing provisions of This Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of ur interest on The Bond, the County may authorize The payment of the same (without surrender thereof except in rlie case of a damaged or mutilated Bond) instead of issuing a rcplacemern Bond, provided security or indemniTy is fumishcd as above provided in This Section. (d) Charge or Issuing cc en go-A-. Prior to the issuance of any replacement bond, the Paying AgcntJRegisTrar shall charge the Registered Owner of such Bond with all legal, printing, and other expenses in connection therewith Eveiy replacement bond issuep pursuant to the provisions of This Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of The County whether or not the Iosi, stolen, or destroyed Bond shall be found at any umc, or 13 Ian NI 09-03-2008 10:14am From-WINSTEAD PC 210-277-6810 T-101 P-018/027 F-354 be enforceable by anyone, and shall be entitled to all the benefits of this Order equally and proportionately with any a-ad all other Bonds duly issued undcr ibis Order. (e) Authonty ft Issuing Replacement n ds. In accordance with Section 1207 031, Texas Government Code, this Section of This Order shall constitute authority for the issuance of any such replacement bond without necessity of further aciioa by the governing body of the County or any other body or person, and the duty of The replacement of such bonds is hereby authorized and imposed upon the Paying Agent/ Registrar, and the Paying Agctit/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 3(a) of this Order for Bonds issued in exchange for other Bonds. Section 12. Custody Approval. and Rll=alion of Bonds. (a) initially, one Bond (tile "initial Bond") numbered I-1 and being in The principal amount of the Bonds shall be registered in the name of Robert W. Baird d' Co., Inc., as the initial Purchasers, and shall be executed and submitted To the Attorney General of Texas for approval, and thereupon certified by the Comptroller of Public Accounts of the State of Texas or his duly authonzed aornt, by manual signature, and the Initial Bond shall be cifective and valid without the Authentication Ccrtificate being signed by the Paying AgenT/Registrar. At any iinie thereafier, the initial Purchasers may dclivcr The Initial Bond to The Paying Agerii/RegisTrar for exchange, accompanied by instructions from the Initial Purchasers or deli ;ncc designating The persons, maturities, and principal ainounts to and in which The Bond is to be transferred and the addresses of such prrsuns, and Tlie Paying Apcnt/Rcgi$Trar sliall Thereupon, within not more than three days, regTStcr and dclivcr such Bonds as provided in such insuucTions_ (b) The County Judge of the County is hereby authorized to havc control of the Initial Bond and all necessary records and proceedings pertaining to the hlitial Bond pending its delivery and its invesTigaiion, examination, and approval by the Attorney General of the State of Texas, and its rcgisirai;on by Thv. Comptroller of Public Accounts of ilic Staie of Texas. Upon registration of the Initial Bond said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate on the Initial Bond, and the meal of said Comptroller shall be impressed, or placed in facsimile, on the Initial Bond- The Ecgul opinion of Winstead PC, Sond Counsel, and the assigned CUSfP numbers may, at thr option of the County, be printed on or sTtached to the Initial Bond or any Bonds issued and delivered iu coilversion of and exchange or replacement of any Bond, but neither sliall have any ]dial effect, and shall be solely for the convenience and information of the rrgistered owners of the Bonds. Section 13. Covenants of Ths Cot}n1Y- (a) General Gnve an s. The County covenants and represents that' (i) The County is a 4uly created and existing political subdivision of the Staic of'T'exas and is duly authorized undcr The laws of the State of Texas to create and issue the Bonds; all action On his part for the creation and issuance of the Bonds has been duly and cffcctivcly takca, and the Bonds in the hands of the owners thereof are and will be valid and enforceablc obligations of The County in accordance with their Terms, and (ii) The Bonds shall be ratably secured in such manner that iio one Bond shall havc preference over other Bonds (b) Spsuilic Covenants. The County covenants and represents that, while The Bonds arc outstanding and unpaid, it wilt: 14 Ib8 i41~ 09-03-2008 10:14am From-WINSTEAD PC 210-277-6810 T-101 P.019/027 F-354 (i) Levy au ad valorem tax within legal limitations That will be sufficient To provide funds to pay the current interest on the Bonds and to provide the necessary sinking fund, all as described in this Order; and (ii) Keep proper books of record and account in which full, true, and correct entries will be triode of all dealings, activities, and Transactions relating to the Funds created pursuant to this Order, and all books, documents, 411d vouchers relating Thereto shall at all reasonable times be trade available for inspection upon rcquest from any owner- (c) Covenants Reeardilig Tax aztem. The County covenanis to take any action to inainiain, or rcfrain from any action which would adversely affect, the ircauricra of the Bonds as obligations described in scetiou 103 of the Code, the imcfest on which is not includable in "gross income" for federal income Tax purposes. In furtherance ihcreof, the County specifically covenants as follows: (i) To refrain from taking any action which would result in the Bonds being treated as "private activity bonds" within the meaning of section 141(a) of the Code; (ii) To take any action to assure Thai no more than 10% of the procccds of the Boilds or The projects financed therewith are used for any "prlvate business use," as defined in section 141(b)(6) of the Code or, if more Than 100/6 of the proceeds or the proiccts financed illerewith are so used, that amounts, whether or not received by the County with respect to such private business usc, do not under the terms of this Resolution or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10% of the debt service un the Bonds, in contravention of section 141(b)(2) of the Code; (111) 'to take any action To assure That in the event that the "private business use" described in paragraph (ii) hereof exceeds 5% of The proceeds of the Bonds or the projccTs financed thcrcwit.h, then the amouaT in excess of 5% is used for a -pnvaic busmitss use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, To the Lovcmincntal usc, (iv) To take arty action to assure that no ainounT which is greater than the lesser of $5,000,000 or 5% of the procccds of the Bonds is directly or indirectly used To finance loans to persons, other than sate or local governmenTal units, in contravention of scction 141(c) of the Code; (v) To refraiii from taking any action which would result in the Bonds being "f'Cdcrally guaranteed" within the meaning of scction 149(6) of The Code; (vi) Except to the extent peruiiiTed by section 148 of the Code and the regulations and rulings Thereunder, to rcfrain from using any portion of the proceeds of The Bonds, directly or tndirrcily, to acquire or to replace funds which were used, directly or indirectly, to acquire investmcrit property (as defined in section 148(b)(2) of The Code) which produces a materially higher yield over The Term of the Bonds, (vii) To othetwisc restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not orherwisc contravene The requirctttcnts of section 148 of the Codc (relating To arbitrage) and, to tbc: extent applicable, section 149(d) of the Code (relating to advance refuudiags); 15 ID$ 143, 09-03-2008 10:14am From-WINSTEAD PC 210-277-6810 T-101 P.020/027 F-354 (viii) Except to the extent otherwise provided in section 148(f) of the Code and the regulations and rulings ili=11nd¢r, to pay to the United States of America at ]cast once during each five year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90% of the ".Excess Earnings," within the meaning of section 148(1) of the Code, and To pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 1009/* of the artiount then required to be paid as a result of Excess Earnings under section 148(f) of the Code; Ox) To nnarzitain such records as will enable the County to fulfill its responsibiliiies under This subsection and sections 141 and 148 of the Code and to retain such records for at least six years following the final payment of principal and inieresT on the Bonds; and (x) To comply with the information reporting requirements of section 149(e) of The Code. for the purposes of the foregoing, its the case of a refunding bond, the terns "proceeds" includes transfc Tcd proceeds and, for pwWscs of paragraphs (ii) and (Tit), proceeds of the refunded bonds. The covenants contained herein are intended to assure compliapcu with the Cooe and any regulations or rulings promulgated by the U.S. Department of Treasury pursuant thereto In The evenT t}Tat regulations or rulings arc hereafter proinulgaicd which modify or expand provisions of the Code, as applicable to the Bonds, Tlic County will not be required to comply with any covcnanT contained herein To the extent Thai such modification or expansion, in ilia opinion of nationally-recognized bond counsel, will not adversely affect the exclusion from gross income of interest on the Bonds under section 103 of the Code- in the event that regulations or rulings are hcreafi4r promulgated which impose additional requirements which are applicable to the Bonds, the County aglccs to comply with the additional requirernertts To The extent necessary, in The opinion of nationally-recognized bond counsel, To preserve the exclusion from gross intone of interest on the Bonds under section 103 of the Codc Proper officers of the County charged with the responsibility of issuing the Bonds arc hereby auihoii2ed and directed to execute any documents, certificates, or reports required by the Lode and to make such elections, on behalf vfthe County, which may be permuted by the Code as arc consistent wish the purpose for the issuance of The Bonds Notwithstanding any other provi>ion in this Order, To the extent necessary To preserve The cxclusion from gross income of interest on the Bonds undcr Section 103 of The Code The covenants contained in this subsection shall survive The later of the defeasance or discharge of the Bonds. (d) Covenants Regarding Sale_ Leasc- or Disposition of~~ Y- fhe County covenants that it will regulate the use of The property financed, directly or indirectly, with the proceeds of the Bonds and will not sell, lease, or otherwise dispose of such property unless (i) The county takes the rernediai ineasures as may be required by ilia Code and the rcgulatioma and rulings thereunder in order to preserve the exclusion from gross income of interest on the Bonds undcr section 103 of the Codc or (n) the County seeks The advice of ,nationally-recognized bond counsel with respect to such sale, least, or other disposition- Section 14. Ordcr a Conir4ci .A4nendrncnts. This Order shall constitute a contract with cite owners, from time to time, of the Bonds, binding on Tlie County and its successors and assigns, and shall not be amended or repealed by Tire Comity as long as any Bond remains outstanding except as permitted in this SecTiou The County may, wlihoia the convent of or notice to any owners, amend, change, or 16 IoK iuy 09-03-2008 10:15am From-WINSTEAD PC 210-277-6810 T-101 P. 021/027 F-354 modify this order as may be required (i) by the provisions hereof; (u) in connection with th4 issuance of any additional bonds, (iii) for the purpose of curing any :ambiguity, inconsistency, or formal dcfcct or orrussion herein, or (iv) in connection with any other change which is not to the prejudice of the owners. The County may, with the written consent of The owners of a majority in aggregate principal arriount of Bonds then outstanding affected thereby, and the insurer of any Bonds, if any, arnend, change, modify, ur rescind any provisions of this Order, provided, however, without the consent of all of the owners affected, no such amendment, change, modification, or rrscis»on shall (i) extend the time or times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof to the rate of interest Thereon, or in any other way modify the tcriris of payment of the principal of or interest un additional bonds on a panty with The lien of the Bonds, (ii) give any prafarcncc of any Bond over any other Bond, (iii) extend any waiver of default to subsequcni defaults, or (iv) reduce the aggregate principal amount of Bonds required for consent to any such amendment, change, modification, or rescission. Whenever the County shall desire to make any amendment or addition to or rescission of this Order sequin-Ing consent of the owners, the County shall cause notice of The amendment, addition, or rescission to be given as described above for a notice of redemption and give written notice to any insurer and rating agency at such tittle providing ratings on the Bonds. Whenever at any tinie within one year after the date of The giving; of such notice, the County shall receive an instrument or instruments in writing cxccuted by any insurer and The owners of a majority in aggregate principal amount of the Bonds then outstatidattg affected by any such aniendrncnt, addition, or rescission requiring consent, which insirtamcnt or inxttumerits shall refer to the proposed anic idinew, addition, or rescission described iii such notice and shall specifically consent to and approve itie adoption thereof in substantially The form of the copy thereof referred to in such notice, thereupon, bur not otherwise, the County may adopT such amendment, addition, or rescission in substantially such form, except as herein provided- No owner or insurer may ihereafter object to the adoption of such amendment, addition, or rescission, or To any of the provisions thereof; and such amendment, addition, or rescission shall be fully effective for all purposes. Section 15. Book-1=ntry 0111Y. yHep?. (a) The definitive Bonds shall be initially issued in the name of Cedc & Co., as nominee of DTC, as Rugistcrcd Owner of The Bonds, and held in custody of DTC. A single certificate will be issued and delivered to IDTC for each maturity of the Bonds. Beneficial owners of definitive Bonds will not receive physical delivery of Bonds except as provided hercinaficr_ For so long as DTC shall eouiiTiue To serve is securiucs depository for The Bonds as provided herein, all Transfers of beneficial ownership interest will be made by book-entry only, and no investor or other person purchasing, selling, or otherwise transferring beneficial ownership of Bonds is to receive, hold, or deliver any Bonds. No person shall acquire or hold any beneficial interest in any Certificate represrmtirig a portion of the principal amount of such Certificate which is other than 15,000 or an integral multiple thereof Replacement dctinitivc Bonds may be issued directly To beneficial owners of Bonds uther than DTC, or its nominee, but only in the event that (i) DTC dcicmiines nor to continue to act as sccunties depository for the Bonds (which determination shall become effective no less than 40 days after wriucri notice to such cftcct to the County and The Paying Agent/Rcgistrar); or (ii) The County has advised DTC of its determination (which determination is conclusive as to DTC and beneficial owners of the Bonds) That DTC is incapable of discharging its duties as securities depository for the Bonds; or (iii) The County has determined (which determination is conclusive as to DTC and The beneficial owners of the Bonds) that the interests of the beneficial owners of the Bonds might be adversely affected tf such book-entry only system of transfer is continued- Upon occurrcticc of arty event described in (i) or (ii) above, the County shall use its best cffons To attempt to locate another qualified srcurities depository. If the County fails to locaic another qualified secunucs depository to replace DTC, the County shall cause to be executed, authenticated, and delivered replacement Bonds, in cenifcatc forrn, to the DTC participants 17 /0'9 145 09-03-2008 10:15am From-WINSTEAD PC 210-277-6810 T-101 P. 022/027 F-354 having an interest in the Bonds as shown On the records of DTC provided by DTC To the County. In the event that the County makes the determination described in (iii) above and has made provisions to notify the bcncticial owners of Bonds of such determination by iriailing an appropriate notice to DTC, it shall cause= to be issued replacement Bonds in certificate form to the DTC participants having, an interest in the Bands as shown on the records of DTC provided by DTC to the County. The County undertakes no obligation to make any investigation to determine the occurrence of any events that would permit The County to make any dctcrrrrinatioit described in (n) or (iii) above- Whcnevcr, during the term of the Bonds, the beneficial ownership thereof is determined by a book entry at DTC, the requirements in iNs Order of holding, delivering, or transferring Bonds shall be damned modified to require tht appropriate person or t-nnty to meet the requirement of DTC as to registering or transferring the book rnlry to produce the same cifect. (b) If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of rip further force or effect. Section lb. Sale and Delivery of Bonds. The sale of the Bonds to the Syndicatc of initial purchasers comprised of Robert W. Baird & Co, lac. (the "ftcprestRtative"); Griffin Kubik, Stephens & Thompson; Coastal Securities, 1-iic.; Fidelity Capital Markets Services; Siifel, Nicolaus & Company, Inc-; Davenport & Co,, L_L.C.; Charles Schwab; Loop Capital Markets; Wells Fargo Brokerage Services, L.LC; BOSC, Inc.; and KeylBanc Capital Markets (collectively, the "Initial Purchasers") pursuant to the taking of compctittvc bids at a price of par, plus accrued interest to the data of delivery, plus premium, is hereby confirmed. It is hereby officially found, determined, and declared that the Initial Purchasers submitted the bid which resulted in the lowest true interest cost to Chu County and delivery of the Bonds to the Initial Purchasers shall be made as soon as practicable after the adoption of this Order, upon payment therefor, in uccordance with the ternis of sale. The initial Bond shall be registered in the name of the Rcpreseuwive. The officers of the County arc hereby authorized and directed to execute and deliver such certificates, instructions, or other instruments as are rrquircd or necessary to accomplish the purposes of this Order. Section 17. Approval of Qficlal Statement. The County hereby approves the form and content of the Official Statement relating to the Bonds, and any addenda, supplement, or amendment thereto and approves the distribution of such Official Swernent in the reoffering of the Bonds by the Initial Purchasers in final form, with such changes therein or additions Thereto as the officer cxePcming the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. It is further officially found, clcterniiried, and declared that the statements acid representations contained in said Official Statement are true and correct in all material respccis to the best lztowiedgc and belief of the Commissioners Court. The form aiid content of and the distribution and use of the Preliminary Official Statement dated May b, 2008, prior To The date hrrcof, is hereby ratified and confirmed. The Comrmssioncnn Court fields and determines that the Preliminary Official Statement is "deerned final" as that term is defined in 17 C.F-R. Section 240.15c2-12. Section 18. Continuing Disclosure LJ n . (a) Definitions. The following Terms used in this Section shall leave The meanings set forth below. "MSRB" means the Municipal Secunties Rulcmaking Board. "NRMSlW' means each person whom the SFC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time- 18 lbg 141e' 09-03-2008 10:15am From-WINSTEAD PC 210-277-6810 T-101 P.023/027 F-354 "Rule" means the rule set out at 17 C.F.R. §240.13c2-12, as amended from time to dint- `-SEC" means the United States Sccuntics and Exchange Commission- "S11)" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and deiemiined by the SEC or its staff to bc, a state information depository within The meaning of the Rule from time to time. (b) Annual Rc orts_ The County shall provide annually to each NRMSfR and any STD, within six months after the end of cash fiscal year ending in or after 2008, financial information and operating data with respect to the County of the general Type included in the final Official StatcnlcnT authorized by Srciion 16 of This Order, bcinG the information described in Exhibit B hereto. Any financial statements to be so providcd shall be (1) prepared in accordanez with the aeeo=ing pnTiciplcs dcscnbcd in Exhibit A hereto and (2) audited, if the County commissions ari audit of such siaiemc;nts and the audit is completed within the period during which they must be provided- if the audit of such financial statcmcnta is not complete within such period, the County shall provide unaudited siatf:inenTs by the required date and provide audited financial statements for the applicable fiscal year to each NRMSIR and any SID, when and if the astdit rcpon on such statements becomes available. if The CouriTy changes its fiscal year, it will notify each NRMSIR aria any Sip of the change (and of the date of The new fiscal year cnd) prior to the next dart by which the COLIT11y otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be providcd pursuaru to this Section inay be set forth in frill in one or Mort documents or may be included by ~;pccific reference to any documcnT (including an official statement or other offering document, if it is available from the MSRR) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. (c) Material Event N4SLeS- 'l*he County shall notify any SID and either each NRMSfR or the MSRB, in a Tirriely manner, of any of the following events with respcct to the 13onds, if such event is maienal to a decision to purchase or sell the Bonds- (i) principal and interest payincnt delinquencies; (ii) non-payment rclatcd defaults; (iii) unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on crediT enhancements reflecting financial difficulties; (v) substitution of credit or liquidity providers, or their failure to perform, (vi) adverse tax opinions or events affecting the Tax-exempt status of The Bonds; (vii) modifications to rights of holders of the Bonds, (via) Bond calls; (ix) defcasanccs; (x) release, substitution, or sale of property securing iepayinent of the Bonds; and (xi) rating changes. The County ;ball notify any SID and rithef each NRMSIR or the MSR)3, in a Timely manner, of any failure by the County to, provide financial information or operating data in accordance with this Section by the Time required by This Section. (d) Limitations Disc ie . _ and Ame d ienns. The County shall be obligated to observe and perform the covenants specified in Chia Section for so loaf; as, but only for so long as, the County remains an "obligated person" with respect to the Bonds within the meaning of the Rulc, except ihai the County in any event will g,ivr notice of any deposit made in accordance with Section 9 that causrs Bonds no longer To be outstanding and any call of.Eoads made in connection therewith. 19 Iff t47 09-03-2008 10:16am From-WINSTEAD PC 210-277-6810 T-101 P. 024/027 F-354 The provisions of this Section are for the sole benefit of the Owners and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, of claim hereunder to any other person. The County undertakes to provide only the financial infonnation, operating data, financial statements, and noti=x which it has expressly agreed to provide pursuant to tltis Section and does not hereby undertake to provicic any othcr information that may be relevant or material to a complete presentation of the County's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or othcrwisc, except as expressly provided herein "I'hc County does not make any representation or warranty concerning such information or its uscfiTlness to a decision To invest in or sell Solids at any future date UNDER NO CIRCUMSTANCES SMALL THE COUNTY BE LIABLE TO THE OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT Olt TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE COUNTY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN TIQS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL. BE L.IMITEE) TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the County in observing or performing its obligations under This Section shall comprise a breach of or default under this Order for purposes of any provisions of This Order other than this Section. NoThing in This Srctron is intended or shall act to disclaim, waive, or otherwise limit the duties of The County under federal and statc securities laws. The provisions of this Scction may be amended, supplemented, or repealed by the County from time to tine to adapt to cltangcd circumstances that anse from a change in legal requirements, or a change in the idcnnty, nature, status, or type of operxiuons of the County, but only if (1) the provisions of this Section, as so supplemented or amended, would have pcrmiTted an underwriter to purchase or sell Bonds to the primary offering in compliaricc with the Rulc, taking into account any amepdmcnts or interpretations of the Ruic since such offering as well as such changed circurrisiauees and (3) either (a) the Owners of 51% in aggrcgatc principal amount of the Outstanding Bonds consent To such amendment, sapplerneuT, or repeal or (b) a person That is unaffiliaiud with the County (such as Bond Counsel drtcrmincs That such amendment, supplcmrnt, or repeal will not matctially impair the interest of the registered owners and beneficial owners of the Bonds. The County may also amend or repeal the provisions of This Section if the SEC amends or repeals The applicable provision of the Rulc or a court of final jurisdiction enters judgment that such provisions of the Rule arc invalid, but only if and to the extent that the provisions of this aentcnce would trot prevent an undcrwntcr from liiwfully purchasing or selling Bonds in the primary offering of the Bonds_ Section 19. Further Prpccdures. The County Judge, The County Clrrk, the County Auditor, and the County's Financial Advisor, and all other officers, employees, attorneys, and agents of The County, and each of them, shall be and they are hereby expressly authorized, empowered, and direeTed froth Time to Time and at any time to do and perform all such acts 4nd Things and to execute, ackTiowltdge, and dclivcr in the riaine and tinder the seal and on behalf of The County, all such insTniments, whether or not herein mentioned, as rriay be necessary or d.esirablc in order to carry oui the semis and provisions of This Order, The Bonds, and ThE Official Statemeni. Prior to the initial delivery of ilia Bonds, tbc: County Judge and Bond Counsel to the County are hereby authonzed and directed To approve any technical changes or corrections To this Order or to any of the instruments authorized by This Order necessary in order to (i) zo Icy ~µs 09-03-2008 10:16am From-WINSTEAD PC 210-277-6810 T-101 P. 025/027 F-354 correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordcr, (ii) obtain a rating from any of the national bond rating agencies, or (m) obtain the approval of the Bonds by The Tex:,s Attorney General's office- Section 20. Miseellang a5. (a) jicorporation of Preamble. The preamble to this Ordcr iJ incorpormtcd by reference in this Order. (b) Titles Not Restricinc. The titles assigned to the various sections of this Order are for convenience only and shall not be considered restrictive of the subject matter of any section or of any pan of this Order. (c) Incoiisisteiit Provisions. All orders and resolutions, or parts thereof, which arc in conflict or inconsistent with any provision of This Order are hereby repealed and declared to be inapplicable, and the provisions of this Ordcr shall be and remain controlling as to the matters prescribed herein- (d) Sevcrability if any word, phrase, clause, paragraphi, sentence, part, portion, or provision of this Order or the application thereof to any person or circiuiistaaces shall be held to be invalid, the remainder of this Order shall tieveriheless be valid and the Commissioners Court hereby declares that this Order would have been enacted without such invalid word, phrase, clause, paragraph, sentence, part, portion, or provisions. (r) Governing Law. This Order shall be construed and enforced in accordance with the laws of the State of Texas. (f) Open MeetinQ_ Tile County officially finds and determines the meeting at which this Order is adopted was open to the public and that public notice of the time, place, and purpose of such meeting was given, all as required by Chapter 551, Texas Government Code, as amended. PASSED AND APPROVED BY THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS this 13th day of May, 2008, at which meeting a quorum was present /s/_. € andy Sims County judge, Bra2os County, Texas ATTEST., /-j wren McQueen County Clcrk, Bravos County, Texas 21 1;4~ its 09-03-2008 10:17am From-WINSTEAD PC 210-277-6810 T-101 P-026/027 F-354 lc~XHMIT A. PAYING AGrNT/REGISTRAR AGREI=MENT The Paying Agenr/Regisrrar Agreemew can be found in execured form ar Tub 12 A-1 ADS I` 09-03-2008 10:17am From-WINSTEAD PC 210-277-6810 T-101 P.027/027 F-354 fX11IBiT R DESCRjr'QON OF ANNUAL- F'INANCIALL 1NFORM,-,, QN The following information is referred to in Stc:uon 17 of this Order Annual Financial Statements and Operating Data. The financial information and operating data with respect to the County to be provided annually in accordance with such Section are as specified (aud under the: headings of the Official Statcmem rrfeITed to) below: (a) the portions of the audited financial statemems of the County included in the Official Statement, but for the County's most recently concluded fiscal year, and, to the extent Thar such statements are riot complcicd and available, unaudited financial siatcmtnts for such fiscal year; (b) the tables or schedalcs in The Official Statement urndcr the heading "TAX DATA" Accounting Principles The accounting principles referred to in such Section arc The uecounTing princtplcs dcscritycd in the notes to the financial statements attacticd to the Official ST41miem as Appendix B, 4s such principles may be changed from time to time to comply with state iaw or regulation. B-1 169 1 KAY HAMILTON County Treasurer Brazos County Courthouse DATE: May 7, 2008 300 E. 26th, Suite 313 TO: Hon. Randy Sims, County Judge Hon. Lloyd Wassermann, Commissioner Hon. Duane Peters, Commissioner Hon. Kenny Mallard, Commissioner Hon. Carey Cauley, Commissioner Candy Gallego, Administrative Assistant FROM: Kay Hamilton, County Treasurer RE: Quarter Ending 03/31/08 Investment Report Bryan, Texas 77803 (979) 361-4340 This report is made in accordance with provisions of Gov.Code 2256, The Public Funds Investment Act, which requires quarterly reporting of investment transactions to the Commissioners' Court. The Brazos County Investment portfolio earned an average yield of 3.5519% on the quarterly average balance of $2,286,791.83 invested with TexPool for the period ending 03/31/2008. Investment interest deposited during the quarter was $20,196.96. Actual ending balance for March 2008 was $2,292,716.82. The average Earnings Credit Rate on checking account interest for the quarter ending 03/31/2008 was 2.9733% netting $449,293.35 on an average depository balance of $60,694,424.74. Total year-to-date interest earned $940,690.82 Investment Strategy During this period of investing in an unstable economic environment, it seems prudent to protect County funds by keeping the majority of funds available for investment in the County's depository where all funds are 110% collateralized. The County also maintains an investment account with TexPool which, though not collateralized, does provide the safety of an overnight market. As TexPool rates are increasing to a position of being competitive with Citibank rates, it may become judicious to increase the amount of County funds invested with TexPool and to investigate the benefits of participating in a money market fund that is SEC regulated. At present, the County's investment strategy remains unchanged with a concentration of County funds in the Brazos County Depository. ~o~ Asa Summary of Portfolio Changes The deposit of interest is the only portfolio change to balances at this time and the Weighted Average Maturity of investments remains at 1 day due to the liquidity of funds invested with TexPool and on deposit at CitiBank of Texas. INTEREST RATES AND EARNINGS BY MONTH TexPool Checking Acct Earnings Interest Interest Rate Interest Credit Rate October 2007 9,398.82 4.9280 159,740.02 4.24 November 2007 8,737.87 4.7144 142,265.40 4.25 December 2007 8,760.51 4.5565 142,297.89 3.62 Q/E 12/31/2007 26,897.20 4.7330 444,303.31 4.0367 January 2008 8,195.07 4.2460 171,573.88 3.35 February 2008 6,228.80 3.4374 157,079.33 3.10 March 2008 5,773.09 2.9723 120,640.14 2.47 Q/E 03/31/2008 20,196.96 3.5519 449,293.35 2.9733 Year to Date 47,094.16 893,596.66 Attached are the following reports: 1) Cost Amount Summary of Investments by Fund 2) TexPool Quarter End Activity Report 3) Investments by Fund Group and Strategy Type To the best of our knowledge the investment portfolio in this report conforms in all respects to the Investment Policy of Brazos County and is being managed under the investment strategy of said policy as approved by the Commissioner's Court of Brazos County. Hamilton, County Treasurer Terri White, Chief Deputy Treasurer 05 - 08- 2008 Date 05-bP14k Date ACKNO y Sims, County Judge date N O CG r ti N W N N O It co M 0 0 M ~ N CO O L L N O OD O r w- O c~ c~ t a-+ C O E a) t L O .a d r N d C N .O C 7 O O O O CL x (I m x a) x a) - a) O LL E ~ n U U O O c Q) x O for /'r * O O r fA .r+ .a d C C N V a m L d t .I.d V O O CL x d F- TEXPOOL QUARTER ENDING 03/31/2008 ACTIVITY REPORT FUND 1 - POOLED FUND GROUP DATE DESC. GENERAL FUND EXPO. COMPLEX TOTAL 12/31/07 - BALANCE $ 917;037.13° 1,355,482.73. 2,272,519.86 01/02/08 Buyout $ 850,000.00 $ 850,000.00 $ - 01/31/08 January Interest $ 6,268.62 $ 1,926.45 $ 8,195.07 01131/08 Janua ` Balance $ 1,773;305.75; $ 507,409.17 $ 2,280 ' 714.93 02/29/08 February Interest $ 4,843.03 $ 1,385.77 $ 5,228.80 02/29/08 February, Balance 1,7781148.78 $ 508,794.95 $ 2,2$6,943.73 03/31/08 March Interest $ 4,488.70 $ 1,284.39 ; $ 51773.09 08131/08 March Balance $ 1,782;,637.48" $ 510,079.34 $ 2,292,716.82 INVESTMENTS BY FUND GROUP AND STRATEGY TYPE FUND 1 - POOLED FUND GROUP General Fund $ 1,782,637.48 Health Endowment Fund $ - State Lateral Road $ - Courthouse Security $ Voter Registration $ - Vehicle Inventory Tax Interest $ a StrategyFType: " OPERATING: FUNDS =1,782,637.48 General Obligation Debt Svc. $ - AStrafegy_Type: .DEBT SERVICE FUNDS $ General Permanent Impv. $ - Exposition Center Fund $ 510,079.34 C.O. Issue 2003 $ C.O.Issue 2004 $ Strafegy Type: , _ SPECIAL PROD: & PERM.IMPV.DEBT. , $ 510079:34 Ja Y.14 w 4 - Fund 1 Group Total $ 212921716:82` BOOK VALUE OF ALL INVESTED FUNDS FOR MARCH 2008 $ 2,292,716.82 J09. p54P